Form of Subordinated Debt Indenture



 Exhibit 4.15 

HORNBECK OFFSHORE SERVICES, INC. 

AND 
 THE GUARANTORS PARTY
HERETO  
  
  

            % Subordinated Notes
due              
  

 
 INDENTURE

 Dated as
of                                  

 
  

WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 
  

 







 CROSS REFERENCE TABLE* 

 

					
	 TRUST INDENTURE
ACT SECTION
	  	 	  	 INDENTURE
SECTION

	 Section 310
	  	(a)(1)	  	6.09
		  	(a)(2)	  	6.09
		  	(a)(3)	  	Not Applicable
		  	(a)(4)	  	Not Applicable
		  	(b)	  	6.08, 6.10
	 Section 311
	  	(a)	  	6.13
		  	(b)	  	6.13
	 Section 312
	  	(a)	  	7.01, 7.02
		  	(b)	  	7.02
		  	(c)	  	7.02
	 Section 313
	  	(a)	  	7.03
		  	(b)	  	7.03
		  	(c)	  	7.03
		  	(d)	  	7.03
	 Section 314
	  	(a)	  	7.04
		  	(a)(4)	  	1.01, 10.04
		  	(b)	  	Not Applicable
		  	(c)(1)	  	1.02
		  	(c)(2)	  	1.02
		  	(c)(3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	1.02
	 Section 315
	  	(a)	  	6.01
		  	(b)	  	6.02
		  	(c)	  	6.01
		  	(d)	  	6.01
		  	(d)(1)	  	6.01
		  	(d)(2)	  	6.01
		  	(d)(3)	  	6.01
		  	(e)	  	5.14
	 Section 316
	  	(a)(1)(A)	  	5.12
		  	(a)(1)(B)	  	5.02, 5.13
		  	(a)(2)	  	Not Applicable
		  	(b)	  	5.08
		  	(c)	  	1.04
	 Section 317
	  	(a)(1)	  	5.03
		  	(a)(2)	  	5.04
		  	(b)	  	10.03
	 Section 318
	  	(a)	  	1.07

  

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








 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
	 ARTICLE 1     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Compliance Certificates and Opinions	  	8
	 Section 1.03
	  	Form of Documents Delivered to Trustee	  	9
	 Section 1.04
	  	Acts of Holders; Record Dates	  	9
	 Section 1.05
	  	Notices, Etc., to Trustee and the Company	  	11
	 Section 1.06
	  	Notice to Holders; Waiver	  	11
	 Section 1.07
	  	Conflict with Trust Indenture Act	  	11
	 Section 1.08
	  	Effect of Headings and Table of Contents	  	11
	 Section 1.09
	  	Successors and Assigns	  	11
	 Section 1.10
	  	Separability Clause	  	11
	 Section 1.11
	  	Benefits of Indenture	  	11
	 Section 1.12
	  	Governing Law	  	12
	 Section 1.13
	  	Legal Holidays	  	12
	 Section 1.14
	  	No Recourse Against Others	  	12
		
	 ARTICLE 2     SECURITY FORMS
	  	12
	 Section 2.01
	  	Forms Generally	  	12
	 Section 2.02
	  	Form of Face of Security	  	12
	 Section 2.03
	  	Form of Reverse of Security	  	14
	 Section 2.04
	  	Form of Subsidiary Guarantee	  	18
	 Section 2.05
	  	Form of Legend for Global Securities	  	20
	 Section 2.06
	  	Form of Trustee’s Certificate of Authentication	  	20
	 Section 2.07
	  	Form of Conversion Notice	  	20
		
	 ARTICLE 3     THE SECURITIES
	  	21
	 Section 3.01
	  	Amount Unlimited; Issuable in Series	  	21
	 Section 3.02
	  	Denominations	  	24
	 Section 3.03
	  	Execution, Authentication, Delivery and Dating	  	24
	 Section 3.04
	  	Temporary Securities	  	25
	 Section 3.05
	  	Registration, Registration of Transfer and Exchange	  	26
	 Section 3.06
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	27
	 Section 3.07
	  	Payment of Interest; Interest Rights Preserved	  	28
	 Section 3.08
	  	Persons Deemed Owners	  	28
	 Section 3.09
	  	Cancellation	  	29
	 Section 3.10
	  	Computation of Interest	  	29
	 Section 3.11
	  	CUSIP Number	  	29
	 Section 3.12
	  	Wire Transfers	  	29
		
	 ARTICLE 4     SATISFACTION AND DISCHARGE
	  	29
	 Section 4.01
	  	Satisfaction and Discharge of Indenture	  	29
	 Section 4.02
	  	Application of Trust Money	  	30
	 Section 4.03
	  	Reinstatement	  	30
	 Section 4.04
	  	Application to a Specific Series of Securities	  	31
		
	 ARTICLE 5     REMEDIES
	  	31
	 Section 5.01
	  	Events of Default	  	31
	 Section 5.02
	  	Acceleration of Maturity; Rescission and Annulment	  	32
	 Section 5.03
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	33
	 Section 5.04
	  	Trustee May File Proofs of Claim	  	33
	 Section 5.05
	  	Trustee May Enforce Claims Without Possession of Securities	  	34
	 Section 5.06
	  	Application of Money Collected	  	34

  

 i 









					
	 Section 5.07
	  	Limitation on Suits	  	34
	 Section 5.08
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	35
	 Section 5.09
	  	Restoration of Rights and Remedies	  	35
	 Section 5.10
	  	Rights and Remedies Cumulative	  	35
	 Section 5.11
	  	Delay or Omission Not Waiver	  	35
	 Section 5.12
	  	Control by Holders	  	35
	 Section 5.13
	  	Waiver of Past Defaults	  	35
	 Section 5.14
	  	Undertaking for Costs	  	36
	 Section 5.15
	  	Waiver of Usury, Stay or Extension Laws	  	36
		
	 ARTICLE 6     THE TRUSTEE
	  	36
	 Section 6.01
	  	Certain Duties and Responsibilities	  	36
	 Section 6.02
	  	Notice of Defaults	  	36
	 Section 6.03
	  	Certain Rights of Trustee	  	36
	 Section 6.04
	  	Not Responsible for Recitals or Issuance of Securities	  	38
	 Section 6.05
	  	May Hold Securities	  	38
	 Section 6.06
	  	Money Held in Trust	  	38
	 Section 6.07
	  	Compensation and Reimbursement	  	38
	 Section 6.08
	  	Conflicting Interests	  	39
	 Section 6.09
	  	Corporate Trustee Required; Eligibility	  	39
	 Section 6.10
	  	Resignation and Removal; Appointment of Successor	  	39
	 Section 6.11
	  	Acceptance of Appointment by Successor	  	40
	 Section 6.12
	  	Merger, Conversion, Consolidation or Succession to Business	  	41
	 Section 6.13
	  	Preferential Collection of Claims Against Company and Subsidiary Guarantors	  	41
	 Section 6.14
	  	Appointment of Authenticating Agent	  	41
	 Section 6.15
	  	Compliance With Tax Laws	  	42
		
	 ARTICLE 7     HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	42
	 Section 7.01
	  	Company to Furnish Trustee Names and Addresses of Holders	  	42
	 Section 7.02
	  	Preservation of Information; Communications to Holders	  	43
	 Section 7.03
	  	Reports by Trustee	  	43
	 Section 7.04
	  	Reports by Company and Subsidiary Guarantors	  	43
		
	 ARTICLE 8     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	43
	 Section 8.01
	  	Company May Consolidate, Etc., Only on Certain Terms	  	43
	 Section 8.02
	  	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms	  	44
	 Section 8.03
	  	Successor Substituted	  	44
		
	 ARTICLE 9     SUPPLEMENTAL INDENTURES
	  	45
	 Section 9.01
	  	Supplemental Indentures Without Consent of Holders	  	45
	 Section 9.02
	  	Supplemental Indentures With Consent of Holders	  	46
	 Section 9.03
	  	Execution of Supplemental Indentures	  	47
	 Section 9.04
	  	Effect of Supplemental Indentures	  	47
	 Section 9.05
	  	Conformity with Trust Indenture Act	  	47
	 Section 9.06
	  	Reference in Securities to Supplemental Indentures	  	47
	 Section 9.07
	  	Subordination Unimpaired	  	47
		
	 ARTICLE 10     COVENANTS
	  	48
	 Section 10.01
	  	Payment of Principal, Premium and Interest	  	48
	 Section 10.02
	  	Maintenance of Office or Agency	  	48
	 Section 10.03
	  	Money for Securities Payments to Be Held in Trust	  	48
	 Section 10.04
	  	Statement by Officers as to Default	  	49
	 Section 10.05
	  	Existence	  	49
	 Section 10.06
	  	Waiver of Certain Covenants	  	49

  

 ii 









					
	 ARTICLE 11     REDEMPTION OF SECURITIES
	  	49
	 Section 11.01
	  	Applicability of Article	  	49
	 Section 11.02
	  	Election to Redeem; Notice to Trustee	  	49
	 Section 11.03
	  	Selection by Trustee of Securities to Be Redeemed	  	50
	 Section 11.04
	  	Notice of Redemption	  	50
	 Section 11.05
	  	Deposit of Redemption Price	  	51
	 Section 11.06
	  	Securities Payable on Redemption Date	  	51
	 Section 11.07
	  	Securities Redeemed in Part	  	51
		
	 ARTICLE 12     SINKING FUNDS
	  	52
	 Section 12.01
	  	Applicability of Article	  	52
	 Section 12.02
	  	Satisfaction of Sinking Fund Payments with Securities	  	52
	 Section 12.03
	  	Redemption of Securities for Sinking Fund	  	52
		
	 ARTICLE 13     SUBSIDIARY GUARANTEES
	  	52
	 Section 13.01
	  	Applicability of Article	  	52
	 Section 13.02
	  	Subsidiary Guarantees	  	52
	 Section 13.03
	  	Execution and Delivery of Subsidiary Guarantees	  	53
	 Section 13.04
	  	Release of Subsidiary Guarantors	  	54
	 Section 13.05
	  	Additional Subsidiary Guarantors	  	54
	 Section 13.06
	  	Limitation on Liability	  	54
		
	 ARTICLE 14     [INTENTIONALLY OMITTED]
	  	55
		
	 ARTICLE 15     DEFEASANCE AND COVENANT DEFEASANCE
	  	55
	 Section 15.01
	  	Company’s Option to Effect Defeasance or Covenant Defeasance	  	55
	 Section 15.02
	  	Defeasance and Discharge	  	55
	 Section 15.03
	  	Covenant Defeasance	  	55
	 Section 15.04
	  	Conditions to Defeasance or Covenant Defeasance	  	55
	 Section 15.05
	  	Deposited Money and U.S	  	57
	 Section 15.06
	  	Reinstatement	  	57
		
	 ARTICLE 16     SUBORDINATION
	  	57
	 Section 16.01
	  	Securities Subordinated to Senior Debt	  	57
	 Section 16.02
	  	Payment Over of Proceeds upon Dissolution, Etc.	  	58
	 Section 16.03
	  	Payment of Senior Debt before Payment of Securities	  	58
	 Section 16.04
	  	Payment Permitted if No Default	  	59
	 Section 16.05
	  	Subrogation to Rights of Holders of Senior Debt	  	59
	 Section 16.06
	  	Provisions Solely to Define Relative Rights	  	59
	 Section 16.07
	  	Trustee to Effectuate Subordination	  	59
	 Section 16.08
	  	No Waiver of Subordination Provisions	  	59
	 Section 16.09
	  	Notice to Trustee	  	60
	 Section 16.10
	  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	60
	 Section 16.11
	  	Trustee Not Fiduciary for Holders of Senior Debt	  	60
	 Section 16.12
	  	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	  	60
	 Section 16.13
	  	Article Applicable to Paying Agents	  	61

  

 iii 








 INDENTURE, dated as of
                    , 200   , among Hornbeck Offshore Services, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the “Company”), having its principal office at 103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433, each of the Subsidiary Guarantors (as hereinafter defined) and Wells Fargo
Bank, National Association, a national banking association, as Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY
AND THE SUBSIDIARY GUARANTORS 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of its subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture. 

The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and
indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the
Securities to the extent provided in or pursuant this Indenture. 
 All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
 ARTICLE 1 

DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION 

Section 1.01 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise
requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP; 
 (4) unless the context otherwise requires,
any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and 

(5) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. 
 “Act,” when used with respect to
any Holder, has the meaning specified in Section 1.04. 
 “Affiliate” of any specified Person means an “affiliate of
such Person, as such term is defined for purposes of Rule 144 under the Securities Act. 







 “Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. 
 “Bankruptcy Law” means
Title 11, U.S. Code or any similar Federal or state law for the relief of debtors. 
 “Board of Directors” means
(a) with respect to any corporation, the board of directors of such corporation, (b) with respect to any partnership, the general partner of such partnership, (c) with respect to any limited liability company, the managing member sole
manager or board of managers of such limited liability company and (d) with respect to any other entity, the body having the power to direct the policies of such entity; provided, however, that when the context refers to actions or resolutions
of the Board of Directors, then the term “Board of Directors” shall also mean any duly authorized committee of the Board of Directors authorized to act with respect to any particular matter to exercise the power of the Board of Directors.

 “Board Resolution” means, with respect to the Company or a Subsidiary Guarantor, a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or such Subsidiary Guarantor, as the case may be, to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification, and delivered to the
Trustee. 
 “Business Day”, when used with respect to any Place of Payment or any other particular location referred to in this
Indenture or in the Securities of any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law, regulation or executive order to
close. 
 “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be so required to be capitalized on the balance sheet in accordance with GAAP. 

“Capital Stock” means with respect to any Person any and all shares, interests, participations, warrants, rights, options or other
equivalents (however designated) of capital stock or any other equity interest of such Person, including, without limitation, with respect to a corporation, each class of common stock and preferred stock; with respect to a partnership, partnership
interests (whether general or limited); with respect to a limited liability company, membership interests; and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of the assets of, such Person. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

 “Common Stock” means the common stock, $.01 par value per share, of the Company as the same exists at the date of execution
and delivery of this Indenture or other Capital Stock of the Company into which such common stock is converted, reclassified or changed from time to time. 

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

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by the Designated
Officers and delivered to the Trustee. 
 “Conversion Agent” means any Person authorized by the Company to convert any
Securities on behalf of the Company. 
  

 2 








 “Corporate Trust Office” means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered, such office being located on the date hereof at 45 Broadway,
14th Floor, New York, New York 10006, Attention: Corporate Trust Services,
Telecopy No.: (212) 515-1589. 
 “Covenant Defeasance” has the meaning specified in Section 15.03. 

“Custodian” means any receiver, custodian, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

 “Defaulted Interest” has the meaning specified in Section 3.07. 

“Defeasance” has the meaning specified in Section 15.02. 

“Depositary” means, with respect to the Securities of any series issuable in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to Section 3.01. The Depository Trust Company shall be the initial Depositary, until a successor Depositary shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder. If at any time there is more than one such Person, “Depositary” shall mean the Depositary with respect to the
Securities of that series. 
 “Designated Officers” means any two Officers of the Company, at least one of whom must be its
Chief Executive Officer, its President, its Chief Financial Officer or its Chief Accounting Officer. 
 “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures (excluding any maturity as a result of an optional redemption by
the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the
Securities mature or are redeemed or retired in full. 
 “Dollars” and “$” means lawful money of the United States of
America. 
 “Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock). 
 “Event of Default” has the meaning specified in
Section 5.01. 
 “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case
as amended from time to time. 
 “Expiration Date” has the meaning specified in Section 1.04. 

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that was not formed under the laws of the United States or any state
of the United States or the District of Columbia and that conducts substantially all of its operations outside the United States. 

“GAAP” means such accounting principles as are generally accepted in the United States of America. 

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 2.05 (or such legend as may be specified as contemplated by Section 3.01 for such Securities). 
  

 3 








 “Hedging Obligations” means, with respect to any Person, the obligations of such Person
under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates and (c) any foreign
currency futures contract, option or similar agreement or arrangement designed to protect such Person against fluctuations in foreign currency rates, in each case to the extent such obligations are incurred in the ordinary course of business of such
Person and not for speculative purposes. 
 “Holder” means a Person in whose name a Security is registered in the Security
Register. 
 “Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in
respect of (i) borrowed money including, without limitation, any guarantee thereof, or (ii) evidenced by bonds, debentures, notes or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers’
acceptances or representing Capital Lease Obligations or the deferred and unpaid purchase price of any property or assets, or representing any Hedging Obligations, if and to the extent any of the foregoing indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP; provided, however, that any accrued expense or trade payable of such Person shall not constitute Indebtedness. The
amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest, and (b) the principal amount thereof, in the case of any
other Indebtedness (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of such Person and its Restricted Subsidiaries thereunder). 

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.01. 

“Interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity
of an installment of interest on such Security. 
 “Investment Company Act” means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time. 
 “Maturity,” when used with respect to any Security,
means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

 “Non-Recourse Debt” means Indebtedness (a) as to which neither the Company nor any of its Restricted Subsidiaries
(i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or is otherwise directly or indirectly liable (as a guarantor or otherwise) or (ii) constitutes the
lender, (b) no default with respect to which (including any rights the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) the holders of Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity and (c) as to which the lenders have been notified in writing that
they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 
 “Notice of
Default” means a written notice of the kind specified in Section 5.01(4). 
 “Officer” means, with respect to any
Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary or any Assistant Secretary of such Person. 
  

 4 








 “Officers’ Certificate” means a certificate signed and delivered to the Trustee by two
Designated Officers. One of the officers signing an Officers’ Certificate given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of the Company. 

“Opinion of Counsel” means, as to the Company or a Subsidiary Guarantor, a written opinion of counsel, who may be an employee of or
counsel for the Company or such Subsidiary Guarantor, as the case may be, and who shall be reasonably acceptable to the Trustee. 

“Original Issue Discount Security” means any Security which provides for an amount (excluding any amounts attributable to accrued buy
unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 

“Outstanding,” when used with respect to the Securities or Securities of any series, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture, except: 
 (1) Securities theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been
made; 
 (3) Securities which have been paid as provided herein or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof reasonably satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; 
 (4) Securities as to which Defeasance has
been effected pursuant to Section 15.02; and 
 (5) Securities which have been paid pursuant to Section 3.06 or
in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, or whether sufficient funds are available for redemption or for any other purpose as of any date, (A) the principal amount of
an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to
Section 5.02, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or
determined as contemplated by Section 3.01, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as
of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause),
and (D) Securities owned by the Company, any Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Subsidiary Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the 

 

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pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, a Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, a Subsidiary Guarantor or of such other obligor. 
 “Paying Agent” means any Person authorized by the Company to pay
the principal of or any premium or interest on any Securities on behalf of the Company. The Company may act as Paying Agent with respect to any Securities issued hereunder. 

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company,
trust, unincorporated organization, other entity or government or any agency or political subdivision thereof. 
 “Place of
Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.

 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Proceeding” has the meaning specified in
Section 16.02. 
 “Redemption Date,” when used with respect to any Security or any series to be redeemed, in whole or in
part, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price,” when used with respect
to any Security of any series to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. 

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time. 
 “Securities Payment” has the meaning specified in Section 16.02. 

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05. 

“Senior Debt” means the principal of and premium, if any and interest on the following, whether outstanding at the date of execution of
this Indenture or thereafter incurred or created: 
 (1) indebtedness of the Company for money borrowed, or evidenced by a
note or similar instrument or written agreement given in connection with the acquisition of any businesses, properties or assets, including securities, 

(2) indebtedness of the Company to banks or financial institutions evidenced by notes or other written obligations, 

 

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 (3) indebtedness of the Company evidenced by notes, debentures, bonds or other
securities issued under the provisions of an indenture or similar instrument, 
 (4) indebtedness of others of the kinds
described in the preceding clauses (a), (b) and (c) that the Company has assumed, guaranteed or otherwise assured the payment thereof, directly or indirectly, and 

deferrals, renewals, extensions and refundings of, or bonds, debentures, notes or other evidences of indebtedness issued in exchange for, the
indebtedness described in the preceding clauses (a) through (d) whether or not there is any notice to or consent of the holders of Securities; provided, however that Senior Debt shall not include (i) indebtedness and advances among
the Company and its direct and indirect Subsidiaries; (ii) any particular indebtedness, deferral, renewal, extension or refunding, if it is expressly stated in the governing terms, or in the assumption or guarantee, thereof that the
indebtedness involved is not Senior Debt; and (iii) any indebtedness, guarantee or obligation of the Company that is expressly subordinate or junior in right of payment to any other indebtedness, guarantee or obligation of the Company,
including, without limitation, any of the Securities. This definition may be modified or superseded in a manner as contemplated by Section 3.01. 

“Significant Subsidiary” means any Restricted 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, as such Regulation is in effect on the effective date of this Indenture. 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.

 “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” means, with respect to any Person, (a) any corporation, association or other business entity of which more than 50% of
the total Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), (b) any partnership (i) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof) and (c) any other Person
whose results for financial reporting purposes are consolidated with those of such Person in accordance with GAAP. 
 “Subsidiary
Guarantees” means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen. 
 “Subsidiary Guarantors”
means (i) the Restricted Subsidiaries listed in Schedule I hereto; (ii) any other Restricted Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with the provisions of this Indenture; (iii) the respective
successors and assigns of such Restricted Subsidiaries, in each case until such Restricted Subsidiary shall be released and relieved of its obligations pursuant to the provisions of this Indenture. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 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. 
  

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 “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution and any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate a Subsidiary as an Unrestricted Subsidiary only to the extent that such Subsidiary
at the time of such designation (a) has no Indebtedness other than Non-Recourse Debt, (b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, and (c) together with any other Unrestricted
Subsidiary shall not, in the aggregate exceed the sum of the following: (A) 50% of the cumulative consolidated net income of the Company and its consolidated subsidiaries for the period (taken as one accounting period) from January 1,
2004 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such designation (or, if such consolidated net income for such period is a deficit, less 100% of such
deficit), plus (B) 100% of the aggregate net cash proceeds, and the fair market value of any property other than cash, received by the Company since January 1, 2004 from the issue or sale of Equity Interests of the Company (other than
Disqualified Stock) or of Disqualified Stock or debt securities of the Company that have been converted into, or exchanged for, such Equity Interests (other than any such Equity Interests, Disqualified Stock or convertible debt securities sold to a
Restricted Subsidiary of the Company and other than Disqualified Stock or convertible debt securities that have been converted into, or exchanged for, Disqualified Stock); provided, however, that the amount in this clause (c)(B) shall exclude
the amount of such net cash proceeds that are used to redeem, repurchase, retire, defease or otherwise acquire any subordinated Indebtedness of the Company or any Subsidiary Guarantor or any Equity Interests of the Company or any of its Restricted
Subsidiaries plus (C) in the event that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the lesser of (1) an amount equal to the fair market value of the investments previously made by the Company and its Restricted
Subsidiaries in such Subsidiary as of the date of redesignation and (2) the amount of such Investments plus (D) $20,000,000. Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee the
Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture. 
 “U.S.
Government Obligation” has the meaning specified in Section 15.04. 
 “Vice President,” when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 

“Voting Stock” of any Person means the Capital Stock of such Person which ordinarily has voting power for the election of directors (or
persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. 

Section 1.02 Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee
to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
 (1) a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based; 
  

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 (3) a statement that, in the opinion of each such individual, 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 

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

 Section 1.03 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an Officer of the Company or a Subsidiary Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such Officer knows, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate
or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company or such Subsidiary Guarantor stating that the information with respect to
such factual matters is in the possession of the Company or such Subsidiary Guarantor, unless such counsel knows, that the certificate or opinion or representations with respect to such matters are erroneous. Any certificate, statement or opinion of
an Officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate, report or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such Officer
of Counsel, as the case may be, actually knows that the certificate, report or opinion or representations with respect to the accounting matters upon which his or her certificate, statement or opinion is based such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 1.04 Acts of Holders;
Record Dates. (1) Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any
number of instruments of substantially similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance
with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Securities evidenced by a Global Security, by any electronic
transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Such evidence (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the relevant Holders. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section. 
 (2) The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 

(3) The record ownership of Securities shall be proved by the Security Register. 

 

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

(5) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in Section 1.06. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction
referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in
Section 1.06. 
 (6) With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date
is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to
any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change
the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

(7) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

 

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 Section 1.05 Notices, Etc., to Trustee and the Company. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: 

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

(2) the Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing in the English language and mailed, first-class postage prepaid, in the case of the Company addressed to it at the address of its principal office specified in the first paragraph of this
instrument, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company and, in the case of any Subsidiary Guarantor, to it at the address of the Company’s principal office specified
in the first paragraph of this instrument, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by such Subsidiary Guarantor. 

Section 1.06 Notice to Holders; Waiver. Where this Indenture or any Security provides for notice to Holders of any event, such notice shall
be deemed sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders or the validity of the proceedings to which such notice relates. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Section 1.07 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this Indenture, such required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, such latter provision of the Trust Indenture Act shall be deemed to apply to this Indenture as so modified or shall be excluded, as the case may be. 

Section 1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. 
 Section 1.09 Successors and Assigns. All covenants and agreements
in this Indenture by the Company and any Subsidiary Guarantor shall bind its respective successors and assigns, whether so expressed or not. 

Section 1.10 Separability Clause. In case any provision in this Indenture, the Securities or the Subsidiary Guarantees 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 1.11 Benefits of Indenture. Nothing in this Indenture, the Securities or the Subsidiary Guarantees, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder, the Holders and, to the extent specifically set forth herein, the holders of Senior Debt, any benefit or any legal or equitable right, remedy or claim under this Indenture.

  

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 Section 1.12 Governing Law. This Indenture, the Securities and the Subsidiary Guarantees shall
be governed by and construed in accordance with the law of the State of New York without regard to its principles of conflicts of law. 

Section 1.13 Legal Holidays. In any case where any Interest Payment Date, sinking fund payment, Redemption Date, purchase date or Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu of this Section) payment of interest or principal (and premium and any other amounts, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day
or on such other day as may be set out in the Officers’ Certificate pursuant to Section 3.01 or in any supplemental indenture with respect to the Securities at such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, if
payment is made on such next succeeding Business Day or other day set out in such Officers’ Certificate or in any supplemental indenture with respect to the Securities. 

Section 1.14 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 this 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. Such waivers and releases are part of the consideration for the issuance of the Securities. 
 ARTICLE 2 

SECURITY FORMS 
 Section 2.01
Forms Generally. The Securities of each series and, if applicable, the Subsidiary Guarantees to be endorsed thereon shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officers executing
such Securities or Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such
Securities. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. 
 Section
2.02 Form of Face of Security. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
 HORNBECK
OFFSHORE SERVICES, INC. 
 _____________________________ 

No. ________            $ _______ 

Hornbeck Offshore Services, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the ”Company,”
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to             , or registered assigns, the
principal sum of 
  

 12 








 
             Dollars on             [if the Security is to
bear interest prior to Maturity, insert —, and to pay interest thereon from              or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on              and              in each year [if other than semi-annual payments,
insert frequency of payments and payment dates], commencing             , at [if the Security is to bear interest at a fixed rate, insert the rate of     %
per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below], until the principal hereof is paid or made available for payment, provided that any
principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and promptly paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the             
or              (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so promptly paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

[If the Securities are floating or adjustable rate securities with respect to which the principal of or any premium, other amounts or interest may
be determined with reference to an index, insert the text of the floating or adjustable rate provisions.] Interest will be computed on the basis of a 360 day year of twelve 30 day months. 

[If the Security is not to bear interest prior to Maturity, insert — .] The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security and any overdue premium on this Security shall bear interest at the rate of
    % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or
premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] 

Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office
or agency of the Company maintained for that purpose in             , in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 

[If applicable, insert — So long as all of the Securities of this series are represented by Securities in global form, the principal of,
premium and other amounts, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the
Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium and other amounts, if any, and interest, if any, on each certificated Security at Maturity shall
be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the trustee, acting as Paying Agent, in time for the Paying
Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of
the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in
writing not later than such relevant Regular or Special Record Date.] 
  

 13 








 This Security, the Indenture and the Subsidiary Guarantees shall be governed by and construed in
accordance with the law of the State of New York without regard to its principles of conflicts of law. 
 Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed. 
  

			
	HORNBECK OFFSHORE SERVICES, INC.
		
	By:	 	 


  

			
	Attest:
		
	By:	 	 

 Section 2.03 Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
            , 200     (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company,
the Subsidiary Guarantors named therein and             , as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture and any applicable supplemental indentures for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal
amount to $            ]. 
 [If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1) on              in any year commencing
with the year              and ending with the year              through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after             , 20    ],
as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before     , %, and if redeemed]
during the 12-month period beginning              of the years indicated, 
  

			
	Year	 	____________
		
	 Redemption
 Price
	 	____________
		
	Year	 	____________
		
	 Redemption
 Price
	 	____________

  

 14 








 and thereafter at a Redemption Price equal to     % of the principal amount, together in
the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If
applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on              in any year commencing
with the year              and ending with the year              through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after
            ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning              of the years indicated, 

 

			
	Year	 	____________
		
	 Redemption Price
 For Redemption

Through Operation
 of the Sinking Fund
	 	____________
		
	 Redemption Price
 For Redemption
Otherwise
 Than Through Operation
 of the Sinking
Fund
	 	____________

 and thereafter at a Redemption Price equal to
    % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.] 
 [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
            , redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than     %
per annum.] 
 [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with
the year              and ending with the year              of [if applicable, insert — not less than
$             (“mandatory sinking fund”) and not more than] $             aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert —
mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order in which they become due].] 

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert—Subject to the provisions of the
Indenture, each Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of
$             (or $             in principal amount of securities for each such share of Common Stock), or at the
adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if
required by the Indenture, an amount equal to accrued interest payable on this Security.] 
  

 15 








 [If applicable, insert — As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under this Security are guaranteed pursuant to the Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance
with certain conditions.] 
 [If applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire
indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] 

[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur
and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount.
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of
the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 

This Security is subject to satisfaction and discharge as provided in the Indenture [If applicable, insert – and the supplemental indenture].
This security is subject to subordination as provided in the Indenture [If applicable, insert – and the supplemental indenture.] 

The Indenture may be modified by the Company and the Trustee with respect to this Security without consent of any Holder with respect to certain
matters as described in the Indenture. In addition, the Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed. 
  

 16 








 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of
$             and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. 
 A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under this Security or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives
and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security. 
 [IF
APPLICABLE, INSERT—Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures (“CUSIP”), the Company has caused CUSIP numbers to be printed on the Securities of this series as a convenience
to the Holders of the Securities of this series. No representation is made as to the correctness or accuracy of such numbers as printed on the Securities of this series and reliance may be placed only on the other identification numbers printed
hereon.] 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 ASSIGNMENT FORM 
 To assign this
Security, fill in the form below: (I) or (we) assign and transfer this Security to 
   

 
   

 
 (Insert assignee’s Social Security or Tax I.D.
number) 
   
  

  
  

(Print or type Assignee’s name, address and zip code) and irrevocably appoint
             agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 

 

									
					
	Dated:	 	 	 		 	Your Signature	 	 

 (Sign exactly as your name appears on the other side of
this security) 
  

 17 








 Signature Guaranty: 
  

 
 [Signatures must be guaranteed by an “Eligible
Guarantor Institution” meeting the requirements of the transfer agent, which requirements will include membership or participation in stamp or such other “Signature Guarantee Program” as may be determined by the transfer agent in
addition to, or in substitution for, stamp, all in accordance with the exchange act.] 
 Social Security Number or 

Taxpayer Identification Number: _____________________________________________ 

Section 2.04 Form of Subsidiary Guarantee. 

SUBSIDIARY GUARANTEE 
 For value
received, each of the Subsidiary Guarantors named (or deemed herein to be named) below hereby jointly and severally fully and unconditionally guarantees to the Holder of the Security upon which this Subsidiary Guarantee is endorsed, and to the
Trustee on behalf of such Holder, the due and prompt payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for
redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and to cover all the rights of the Trustee under Section 6.07. In case of the failure of the Company promptly to make any such payment, each of the
Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption or otherwise, and as if
such payment were made by the Company. 
 Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same or any release, amendment, waiver
or indulgence granted to the Company or any other guarantor, or any consent to departure from any requirement of any other guarantee of all or of any of the Securities of this series, or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the
principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the
Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default with respect to Securities of this series, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the
Securities of this series, to collect interest on the Securities of this series, or to enforce or exercise any other right or remedy with respect to the Securities of this series, such Subsidiary Guarantor agrees to pay to the Trustee for the
account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 

No reference herein to the Indenture and no provision of this Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of the due and prompt payment of the principal (and premium, if any) and interest on the Security upon which this Subsidiary Guarantee is endorsed. 

 

 18 








 Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of this Security against the
Company in respect of any amounts paid by such Subsidiary Guarantor on account of this Security pursuant to the provisions of its Subsidiary Guarantee or the Indenture; provided, however, that such Subsidiary Guarantor shall not be entitled to
enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities of this series issued under the Indenture shall have been
paid in full. 
 This Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed
by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and
shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of this series is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any Holder of the Securities of this series, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of this series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned. 
 The Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released from this Subsidiary
Guarantee upon the terms and subject to certain conditions provided in the Indenture. 
 By delivery to the Trustee of a supplement to the
Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of first issuance of the Securities of this series
will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Security upon which this Subsidiary Guarantee is endorsed with the same effect as if such Subsidiary Guarantor was named below and has
executed and delivered this Subsidiary Guarantee. 
 All terms used in this Subsidiary Guarantee which are defined in the Indenture shall
have the meanings assigned to them in such Indenture. 
 This Subsidiary Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this Subsidiary Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. 

Reference is made to the Indenture for further provisions with respect to this Subsidiary Guarantee. 

This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law
principles. 
 IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Subsidiary Guarantee to be duly executed. 

 

			
	[Insert Names of Subsidiary Guarantors]
		
	By:	 	 


  

			
	Attest:
		
	By:	 	 
	Title:	 	 

  

 19 








 Section 2.05 Form of Legend for Global Securities. Unless otherwise specified as contemplated
by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 Section 2.06 Form of Trustee’s Certificate of
Authentication. The Trustee’s certificate of authentication shall be in substantially the following form: 
 This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 
		 	Authorized Signatory


  

			
	Dated:	 	 

 Section 2.07 Form of Conversion
Notice. Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: 

Conversion Notice 
 To: Hornbeck Offshore
Services, Inc. 
 The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or
the portion hereof below designated, for shares of Common Stock of Hornbeck Offshore Services, Inc. in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon
the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated
below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest
accompanies this Security. 
  

									
	Dated:	 	 	 		 	Signature:	 	 

  

 20 








 Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise
than to and in the name of the registered holder. 
  

	
	
	  
	(Name)


  

	
	
	  
	 Social Security or other
 Taxpayer
Identification Number



  

	
	
	  
	(Please print name and address)


 Principal amount to be
converted: (if less than all) $            . 
  

	
	
	  
	Signature Guarantee*


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee). 


ARTICLE 3 
 THE SECURITIES 

 Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 
 The Securities may be issued from time to time in one or more series. Prior to the
issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series, 
 (1) the title of the Securities of
the series (which shall distinguish the Securities of the series from Securities of any other series); 
 (2) whether the
Securities of the series will or will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors; 

(3) the purchase price, denomination and 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 3.04, 3.05, 3.06, 9.06
or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); 

(4) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(5) the date or dates on which the principal of any Securities of the series is payable; 

 

 21 








 (6) the rate or rates at which any Securities of the series shall bear interest, if
any, or the method of calculating such rate or rates of interest, the method of payment of interest (in particular, whether the interest will be paid in kind or otherwise), the date or dates from which any such interest shall accrue or the method by
which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; 

(7) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

 (8) the place or places where the Securities may be exchanged or transferred and notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served; 
 (9) the period or periods within which, the price
or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than as provided in Section 11.03, the manner in which the particular
Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption; 

(10) the obligation, if any, of the Company to redeem or purchase any Securities of the series in whole or in part pursuant to any
sinking fund or analogous provisions or upon the happening of a specified event, passage of time, or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any
Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (11) if other
than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; 

(12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with
reference to an index or pursuant to a formula or other method, the manner in which such amounts shall be determined; 

(13) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal
of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.01; 
 (14) if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in
which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the
manner in which such amount shall be determined); 
 (15) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be determined; 

(16) any modifications of or additions to the Events of Default or the covenants of the Company set forth herein with respect to
Securities of the series; and whether and the conditions under which the Holders of the Securities of the series may waive any such Event of Default or compliance with any such covenant relating to the Securities of such series; 

 

 22 








 (17) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount
deemed to be the principal amount shall be determined); 
 (18) if applicable, that the Securities of the series, in whole
or any specified part, shall be defeasible pursuant to Section 15.02 or Section 15.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be
evidenced; 
 (19) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in
Section 2.05 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and
any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 

(20) 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 502; 

(21) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; 

(22) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and
conditions upon which such conversion will be effected; 
 (23) whether the Securities of the series will be secured, and
if so, in what manner; 
 (24) any other terms of the series (which terms shall not be inconsistent with the provisions of
this Indenture, except as permitted by Section 9.01(5)); 
 (25) any agents for the series, including trustees,
depositories, authenticating, conversion, calculation or paying agents, transfer agents or registrars; 
 (26) the
subordination of the Securities of such series to other Indebtedness of the Company, including without limitation, the Securities of any other series, and 

(27) any other terms of the series, including any terms which may be required by or advisable under the laws of the United States of
America or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series. 

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series. 

 

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 If any of the terms of the Securities of any series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series. 
 The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects
otherwise upon the establishment of a series pursuant to this Section 3.01. 
 Section 3.02 Denominations. The Securities of
each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 Section 3.03
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President, Chief Executive Officer, its Chief Financial Officer or its Chief Operating Officer. The Securities shall be attested
by the Company’s Secretary, one of its Assistant Secretaries, its Treasurer or one of its Assistant Treasurers. The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects
in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by
the Company and, if applicable, having endorsed thereon the Subsidiary Guarantees executed as provided in Section 13.03 by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and make such Securities available for delivery. If the form or terms of the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating (subject to customary assumptions, conditions and exceptions) 

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that
such form has been established in conformity with the provisions of this Indenture; 
 (2) if the terms of such Securities
have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and 

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, and, if applicable, the Subsidiary Guarantees endorsed thereon will constitute valid and legally binding obligations of the
Subsidiary Guarantors, enforceable in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and similar laws of
general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity. 

 

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 If such form or terms have been so established, the Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

 Notwithstanding the provisions of Section 3.01 and of the immediately preceding paragraph, if all Securities of a series are not
to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required
pursuant to the second preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be
issued. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more Securities of such series in global form that (i) shall be in an aggregate amount equal
to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Security or Securities in global form, (ii) shall be registered in the name of the Depositary for such Security or Securities in global
form or its nominee, and (iii) shall be made available for delivery by the Trustee to such Depositary or pursuant to such Depositary’s instruction. 

If all the Securities of any one series are not to be issued at one time and if a Board Resolution relating to such Securities shall so permit, the
Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities, including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest, if any,
shall accrue. 
 Each Security shall be dated the date of its authentication. 

No Security or Subsidiary Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this Indenture. 
 In case any Securities shall have been authenticated,
but not delivered, by the Trustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. Each Depositary designated pursuant to Section 3.01 for a
Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 

Section 3.04 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and make available for delivery, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such
Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary Guarantees. 

In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding
Securities of such series. 
  

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 If temporary Securities of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and make available for delivery in exchange therefore one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable,
having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor. 
 Section 3.05 Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at
the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 10.02 in a Place of Payment a register (the register maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 
 At the option of
the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to receive. 
 All Securities and, if applicable, the Subsidiary
Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. 

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or otherwise not involving
any transfer. 
 If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not
be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 

 

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 (1) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of this
Indenture. 
 (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in
part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary
(i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a
successor Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Depositary shall have notified the Trustee of its decision to exchange such Global Security
for Securities in certificated form or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. 

(3) Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and
all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof. 
 Section 3.06 Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon 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 required by the Trustee and the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. 

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 from any loss that any of them may suffer if a Security is replaced, 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, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
deliver, 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 or is to be converted, the Company
in its discretion may, instead of issuing a new Security, pay or authorize the conversion of such Security (without surrender thereof save in the case of a mutilated 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, and, if applicable, the
Subsidiary Guarantees endorsed thereon, shall constitute an original additional contractual obligation of the Company and, if applicable, the respective Subsidiary Guarantors, 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. 

 

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 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement, payment or conversion of mutilated, destroyed, lost or stolen Securities. 
 Section
3.07 Payment of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is promptly paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 

Any interest on any Security of any series which is payable, but is not promptly paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in
Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to
this clause (2), such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this
Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security. 
 Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company,
the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors, or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, any Subsidiary Guarantor, the Trustee or any agent
of the Company, any Subsidiary Guarantor, or the Trustee shall be affected by notice to the contrary. 
 None of the Company, the Trustee
or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest of a Security in global form, or for maintaining,
supervising or reviewing any records relating to such beneficial 
  

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

Section 3.09 Cancellation. All Securities surrendered for payment, redemption, purchase, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in
this Section, except as expressly permitted by this Indenture. A copy of all cancelled Securities shall be delivered to the Company. 

Section 3.10 Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 3.11
CUSIP Number. The Company in issuing Securities of any series may use a “CUSIP” number, and if so, the Trustee may use the CUSIP number in notices of redemption or exchange as a convenience to Holders of such series; provided, that
any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed on the notice or on the Securities of such series, and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP number of any series of Securities. 

Section 3.12 Wire Transfers. Notwithstanding any other provision to the contrary in this Indenture, the Company may make any payment of
moneys required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on the Securities (whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before the date and time such moneys are to be paid to the Holders of the Securities in accordance with the terms hereof. 

ARTICLE 4 
 SATISFACTION AND
DISCHARGE 
 Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of
further effect with respect to the Securities of any series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(1) Either 

(A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 

(B) all such Securities of such series not theretofore delivered to the Trustee for cancellation 

 

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 (i) have become due and payable, or 

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

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company or, if applicable, a Subsidiary Guarantor, in the case of
(i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be; and 
 (2) the Company or a Subsidiary
Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and has delivered irrevocable instructions to the Trustee to apply the deposited amounts to the payment of such Securities at Stated Maturity or redemption, as
applicable: the Subsidiary Guarantors with respect to the Securities of such series; and 
 (3) no Default or Event of
Default with respect to this Indenture or the Securities shall have occurred on the date of deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instruments to which the Company is a party or
to which it is bound; and 
 (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with; and 

(5) no event or condition shall exist on the date of such deposit that, pursuant to the provisions of Section 16.02 or 16.03,
would prevent the Company from making payments of the principal of or interest on the Securities of such series on the date of such deposit. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, any
surviving rights of conversion, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive. 
 Section 4.02
Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 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 any premium
and interest for whose payment such money has been deposited with the Trustee. 
 Section 4.03 Reinstatement. If the Trustee or
Paying Agent is unable to apply any cash in accordance with this Article 4 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Article 4 until such time as the Trustee or Paying Agent is permitted to apply all such
cash in accordance with Article 4; provided, however, that if the Company has made any payment of interest on, premium and other amounts, if any, principal or other amounts, if any, of any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. 
  

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 Section 4.04 Application to a Specific Series of Securities. The Company may elect to satisfy
and discharge its obligations with respect to a specific series of Securities under this Indenture by complying with the terms of Article 4. If the Company makes such election, (a) the terms of Sections 4.01, 4.02 and 4.03 shall apply only to
the specific series of Securities and the terms of this Indenture as it relates to such series of Securities and (b) the other Securities issued hereunder and this Indenture as it relates to such other Securities shall remain in full force and
effect. 
 ARTICLE 5 

REMEDIES 
 Section 5.01
Events of Default. Except as otherwise specified as contemplated by Section 3.01 for Securities of a series, “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by reason of Article 16 hereof or 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): 
 (1) default in the payment of any interest upon any Security
of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
 (2) default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or 
 (3) default in the
deposit of any sinking fund payment for five days after it becomes due by the terms of a Security of that series; or 
 (4)
default in the performance in any material respect, or breach of any covenant or warranty in any material respect of the Company or, if the Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the Securities of such series, any
Subsidiary Guarantor in this Indenture (other than a covenant or warranty a default in 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 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 
 (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company, any Significant Subsidiary or, if the Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the Securities of such series, any Subsidiary Guarantor in an involuntary case or proceeding under any applicable
Federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company, any Significant Subsidiary or any such Subsidiary Guarantor a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, any Significant Subsidiary or any such Subsidiary Guarantor under any applicable Federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company, any Significant Subsidiary or any such Subsidiary Guarantor or of any substantial part of its or their property, or ordering the winding up or liquidation of its
or their affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 

(6) the commencement by the Company, any Significant Subsidiary or, if the Subsidiary Guarantors have issued Subsidiary Guarantees
with respect to the Securities of such series, any Subsidiary Guarantor of a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it or them to the entry of a decree or order for relief in respect of the Company, 

 

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any Significant Subsidiary or any such Subsidiary Guarantor in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case or proceeding against it or them, or the filing by it or them of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent
by it or them to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, any Significant Subsidiary or any such
Subsidiary Guarantor or of any substantial part of its or their property, or the making by it or them of an assignment for the benefit of creditors, or the admission by it or them in writing of its or their inability to pay its or their debts
generally as they become due, or the taking of corporate action by the Company, any Significant Subsidiary or any such Subsidiary Guarantor in furtherance of any such action; or 

(7) in the event the Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the Securities of such series, the
Subsidiary Guarantee of any Subsidiary Guarantor is held by a final non-appealable order or judgment of a court of competent jurisdiction to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in
accordance with the terms of this Indenture) or any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee (other than by
reason of a release of such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the terms of this Indenture); or 

(8) any other Event of Default provided in any indentures supplemental to this Indenture with respect to Securities of that series.

 Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default with
respect to the Company specified in Section 5.01(5) or 5.01(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee by notice in writing to the Company or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that series then Outstanding by notice in writing to the Company and the Trustee may declare the principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) 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 with respect to the Company specified in Section 5.01(5) or 5.01(6) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. 

Upon payment of all such principal and interest, all of the Company’s obligations under the Securities of that series shall terminate and upon
payment of the Securities of all series this Indenture shall terminate in either case, except those obligations under Section 6.07. 

At any time after such a declaration of acceleration with respect to Securities of 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 provided in this Article, 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 
 (1) the Company or, if applicable, any Subsidiary Guarantor
has paid or deposited with the Trustee a sum sufficient to pay 
 (A) all overdue interest on all Securities of that
series, 
 (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise
than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  

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 (C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 

(2) 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 has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

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

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 

(1) default is made in the payment of any interest on any Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if
any, on) any Security of any series at the Maturity thereof or upon redemption, or 
 (3) default is made in the payment of
any sinking or analogous obligation when the same becomes due by the terms of the Securities of any series, and any such default continues for any period of grace provided with respect to the Securities of such series, 

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 any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series 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 5.04 Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company, any Subsidiary Guarantor or any
other obligor on the Securities, or the property or creditors of the Company, any Subsidiary Guarantor or any other obligor on the Securities, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any
and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized 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 6.07. 
 No provision of this Indenture 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 any Subsidiary Guarantee 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; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be
a member of a creditors’ or other similar committee. 
  

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 Section 5.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action
and claims under this Indenture or the Securities or any Subsidiary Guarantee 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 5.06 Application of Money Collected. Any money collected by the Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities in respect of which
moneys have been collected 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 6.07 applicable to the Securities of such series; 

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities of such series 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 any premium and interest, respectively; and

 THIRD: The balance, if any, to the Company. 

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.06. At least ten (10) days
before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid. 

Section 5.07 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 

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that series; 
 (2) 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; 

(3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities
to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice, request
and offer of security or indemnity has failed to institute any such proceeding; and 
 (5) no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders of
Securities of any series 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 of such Holders of Securities of the affected series. 

 

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 Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, but subject to Article 16, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to
Section 3.07) interest on such Security on the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and, if applicable, to convert such Security in accordance with its
terms, and to institute suit for the enforcement of any such right, and such rights shall not be impaired without the consent of such Holder. 

Section 5.09 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 Subsidiary Guarantors, 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. 
 Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, 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 5.11 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 5.12 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 

(1) such direction shall not be in conflict with any rule of law or with this Indenture or any supplemental indenture relating to
such Securities; and 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent
with such direction. 
 Section 5.13 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 any premium or interest on any Security of such series (including any Security which is
required to have been redeemed by the Company pursuant a redemption notice issued by the Company made pursuant to the terms of this Indenture), or 

(2) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series. 
  

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 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 and the Securities of such series; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 5.14 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided, however, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted
by the Trustee, the Company or any Subsidiary Guarantor. 
 Section 5.15 Waiver of Usury, Stay or Extension Laws. Each of the
Company and the Subsidiary Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company and the Subsidiary Guarantors (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been
enacted. 
 ARTICLE 6 

THE TRUSTEE 
 Section 6.01
Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as expressly set forth in this Indenture and as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, 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 or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 Section 6.02 Notice of
Defaults. Within 90 days after the occurrence of any Default or Event of Default with respect to the Securities of any series, the Trustee shall give to all Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default or Event of Default known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment
of the principal of or premium, other amounts, if any, or interest on any Security of such series, or in the deposit of any sinking fund payment with respect to Securities of that series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities
of such series. 
 Section 6.03 Certain Rights of Trustee. Subject to the provisions of Section 6.01: 

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties; 
 (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order, and any resolution of the Board of Directors of the Company shall be sufficiently evidenced by a Board Resolution; 
  

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

(5) 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 pursuant to this Indenture, 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; 
 (6) prior to the occurrence of an Event of Default with respect to the Securities of any series
and after the curing or waiving of all such Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, approval, or other paper or document, or the books and records of the Company, unless requested in writing to do so by the Holders of a majority in principal amount of the Outstanding Securities of any
series; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is not, in the opinion of the Trustee, reasonably assured to
the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding; the reasonable expense of every such investigation
shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; 
 (7) the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; 
 (8) the Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk of liability is not reasonably assured to it; 
 (9) except with respect to Section 10.01, the Trustee shall have
no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 10. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 10.01, 5.01(1) or 5.01(2) or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge; 

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

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

(12) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;
and 
  

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 (13) the Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
 Section
6.04 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities and the Subsidiary Guarantees, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company or the Subsidiary Guarantors, as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Securities or the Subsidiary Guarantees endorsed thereon, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof. 
 Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar or any other agent of the Company or any Subsidiary Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company
and any Subsidiary Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

Section 6.06 Money Held in Trust. Money held by the Trustee in trust hereunder (including amounts held by the Trustee as Paying Agent) need
not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company or any Subsidiary Guarantor, as the case
may be. 
 Section 6.07 Compensation and Reimbursement. The Company and each Subsidiary Guarantor jointly and severally agree:

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

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and 
 (3) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability, damage, claim or expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee), incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties
hereunder. 
 The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing
it or any predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or
Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law. 
  

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 The provisions of this Section shall survive the termination of this Indenture. 

Section 6.08 Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 

Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to
the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of
at least $100,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company may serve as Trustee. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
 Section 6.10
Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 6.11. 
 The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

If at any time: 

(1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security of such series of Securities for at least six months, or 
 (2) the Trustee shall
cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder of a Security who has been a bona fide Holder of a Security of such series of Securities for at least six
months; or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver
of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security of such series of Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

 

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 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company with respect to such Securities. If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office. 
 Section 6.11 Acceptance of Appointment by Successor. In case of
the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, the Subsidiary Guarantors and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the
Subsidiary Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates. 
  

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 Upon request of any such successor Trustee, the Company and the Subsidiary Guarantors shall execute
any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under this Article. 
 Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee
may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the
parties hereto. As soon as practicable, the successor Trustee shall give notice of its succession to the Company and the Holders of the Securities then Outstanding in the manner provided in Section 1.06. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation or otherwise as permitted hereunder to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 Section 6.13 Preferential
Collection of Claims Against Company and Subsidiary Guarantors. If and when the Trustee shall be or become a creditor of the Company, any Subsidiary Guarantor or any other obligor upon the Securities, the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company, such Subsidiary Guarantor or any such other obligor. 

Section 6.14 Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer, conversion or partial
redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Person organized and doing business
under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $100,000,000 and subject to supervision
or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in
Section 1.06 to all Holders of 
  

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Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14.

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

									
		 		 	Form of Authenticating Agent’s Certificate of Authentication
					
		 		 		 	Dated:	 	 
					
		 		 		 		 	
		 	 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

					
		 		 		 		 	 
		 		 		 		 	As Trustee
					
		 		 		 	By:	 	 
		 		 		 		 	As Authenticating Agent
					
		 		 		 	By:	 	 
		 		 		 		 	Authorized Signatory

 Section 6.15 Compliance With Tax
Laws. The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting and withholding requirements applicable to it with respect to payments of premium, (if any) and interest on the Securities of any series, whether
acting as Trustee, Security Registrar, Paying Agent or otherwise with respect to the Securities of any series. 
 ARTICLE 7 

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee
with respect to the Securities of each series: 
 (1) not more than 10 days after each record date with respect to the
payment of interest, if any of the Securities of a series, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such record date, and 

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 

 

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 Section 7.02 Preservation of Information; Communications to Holders. The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Subsidiary Guarantors nor the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act. 
 Section 7.03 Reports by Trustee. The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act within 60 days after each May 15 beginning with the May 15 following the issuance of the Securities.

 A copy of each such report shall, at the time of such transmission to Holders of Securities of a series, be filed by the Trustee with
each stock exchange or inter-dealer quotation system upon which any Securities are listed, with the Commission and with the Company and with the Subsidiary Guarantors. The Company will notify the Trustee when any Securities are listed on any stock
exchange or any inter-dealer quotation system or of any delisting thereof. 
 Section 7.04 Reports by Company and Subsidiary
Guarantors. The Company and each of the Subsidiary Guarantors shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall
be filed with the Trustee within 15 days after the same is so required to be filed with the Commission (unless the Company files such documents with the Commission via EDGAR, in which case the Company is not required to transmit such information,
documents or reports to the Trustee or the holders of the Notes). If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 7.04 shall
include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and
results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). 
 ARTICLE 8 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

Section 8.01 Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, in a single transaction or a series of related
transactions, consolidate or merge with or into any other Person or permit any other Person to consolidate or merge with or into the Company or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all
of its assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: 

(1) in a transaction in which the Company does not survive or in which the Company transfers, conveys, sells, leases or otherwise
disposes of all or substantially all of its assets, the successor entity (for purposes of this Article 8, a “Successor Company”) shall be a corporation, partnership, trust or 

 

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other entity organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and prompt payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed; 
 (2) immediately after giving pro forma effect to such
transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; 

(3) if, as a result of any such consolidation or merger or such transfer, conveyance, sale, lease or other disposition, assets of
the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or the Successor Company, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; 

(4) any other conditions provided pursuant to Section 3.01 with respect to the Securities of a series are satisfied; and

 (5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, transfer, conveyance, sale, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with. 
 Section 8.02 Subsidiary Guarantors May
Consolidate, Etc., Only on Certain Terms. Except in a transaction resulting in the release of a Subsidiary Guarantor in accordance with the terms of this Indenture, each Subsidiary Guarantor shall not, and the Company shall not permit any
Subsidiary Guarantor to, in a single or a series of related transactions, consolidate or merge with or into any Person (other than the Company or another Subsidiary Guarantor) or permit any Person (other than another Subsidiary Guarantor) to
consolidate or merge with or into such Subsidiary Guarantor or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its assets unless, in each case: 

(1) in a transaction in which such Subsidiary Guarantor does not survive or in which all or substantially all of the assets of such
Subsidiary Guarantor are transferred, conveyed, sold, leased or otherwise disposed of, the successor entity (the “Successor Subsidiary Guarantor”) shall be a corporation, partnership, trust or other entity organized and validly existing
under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by operation of law or by an indenture supplemental hereto executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and prompt payment of all obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and this Indenture and the performance of every covenant of this Indenture on the part of such Subsidiary
Guarantor to be performed or observed; and 
 (2) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, transfer, conveyance, sale, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply
with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 Section
8.03 Successor Substituted. Upon any consolidation of the Company with, or merger of the Company with or into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the assets of the
Company in accordance with Section 8.01, the Successor Company 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 Company had been
named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 

 

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 Upon any consolidation of a Subsidiary Guarantor with, or merger of such Subsidiary Guarantor into,
any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the assets of such Subsidiary Guarantor in accordance with Section 8.02, the Successor Subsidiary Guarantor shall succeed to, and be
substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture with the same effect as if such Successor Subsidiary Guarantor had been named as a Subsidiary Guarantor herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture, the Securities and its Subsidiary Guarantee. 

ARTICLE 9 
 SUPPLEMENTAL INDENTURES

 Section 9.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when
authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another Person to the
Company or any Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company or any Subsidiary Guarantor herein and in the Securities or Subsidiary Guarantees, as the case may be; or 

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 

(3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such
additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 

(6) to secure the Securities of one or more series; or 

(7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or 

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11;
or 
  

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 (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein; or 
 (10) to make any other provisions with respect to matters
or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or 

(11) to add new Subsidiary Guarantors with respect to any or all of the Securities. 

(12) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain the
qualification of this Indenture under the Trust Indenture Act, or under any similar Federal statute hereafter enacted. 
 Upon request of
the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 9.03, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture. 
 Section
9.02 Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or (b) any conversion right with respect to any Security, or modify the
provisions of this Indenture with respect to the conversion of the Securities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or 

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

 (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 5.13 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections
6.11 and 9.01(8); or 
 (4) modify any conversion ratio or otherwise impair conversion rights with respect to such
Outstanding Securities, if any, except as expressly permitted by the terms of such Outstanding Securities; or 
  

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 (5) modify any redemption provisions applicable to such Outstanding Securities; or

 (6) directly or indirectly release any of the collateral or securities interest or guarantee in respect of such
Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or 
 (7) directly or
indirectly release any guarantee in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or 

(8) change any obligations to pay additional amounts provided in the terms of such Outstanding Securities. 

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

Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this Article,
subject to the last sentence of this Section 9.03. 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 receive, and (subject to Section 6.01) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Section 9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

 Section 9.05 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act. 
 Section 9.06 Reference in Securities to Supplemental Indentures. Securities of
any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company, if
applicable the Subsidiary Guarantees may be endorsed thereon and such new Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

Section 9.07 Subordination Unimpaired. This Indenture may not be amended to alter the subordination of any of the Outstanding Securities
without the written consent of each holder of Senior Debt then outstanding that would be adversely affected thereby. 
  

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 ARTICLE 10 

COVENANTS 
 Section 10.01
Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly and promptly pay the principal of and any premium and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 A.M., New
York City time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

Section 10.02 Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment or, if applicable, for conversion, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Company or any Subsidiary Guarantor in respect of the Securities of that series or any Subsidiary Guarantee and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company and each Subsidiary Guarantor 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 other offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

Section 10.03 Money for Securities Payments to Be Held in Trust. If the Company or any Subsidiary Guarantor shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to 11:00 A.M., New York City time, on each due date of the principal of or any premium or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.
The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company, the Subsidiary Guarantors, if applicable, or any other
obligor upon the Securities of that series in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

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 Section 10.04 Statement by Officers as to Default. The Company and the Subsidiary Guarantors
will deliver to the Trustee, within 90 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company or any
Subsidiary Guarantor, as the case may be, is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if
the Company or any Subsidiary Guarantor shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 

The Company and each Subsidiary Guarantor shall deliver to the Trustee, as soon as possible and in any event within five days after the Company or
such Subsidiary Guarantor becomes aware or should reasonably become aware of the occurrence of an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate
setting forth the details of such Event of Default or default, and the action which the Company or such Subsidiary Guarantor proposes to take with respect thereto. 

Section 10.05 Existence. Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect the existence, rights (charter and statutory) and franchises of the Company; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 

Section 10.06 Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 3.01 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any of Sections 10.05 or in any covenant provided pursuant to Section 3.01(21),
9.01(2) or 9.01(7) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE 11 
 REDEMPTION OF
SECURITIES 
 Section 11.01 Applicability of Article. Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this Article; provided, however, that is any provision of any such form of
Security shall conflict with any provision of this Article, the provision of such form of Security shall govern. 
 Section 11.02
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. In case of any
redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least five Business Days prior to giving notice of such redemption
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction. 
  

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 Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected
by the Trustee, from the Outstanding Securities of such series not previously called for redemption, (i) in compliance with the requirements of the principal national securities exchange on which such Securities are listed, if such Securities
are listed on any national securities exchange, and (ii) if such Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected by the
Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed. 
 The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If any Security selected for partial redemption is surrendered for
conversion after such selection, the unconverted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Upon any redemption of less than all the Securities of a series, for purposes of selection
for redemption the Company and the Trustee may treat as Outstanding any Securities surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption, and need not treat as Outstanding any Security
authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period. 

Section 11.04 Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register; provided, however, notice of redemption may be given more than 60 days prior to the Redemption Date if
the notice is issued in connection with a satisfaction and discharge pursuant to Article 4. 
 All notices of redemption shall identify
the Securities to be redeemed (including CUSIP number(s)) and shall state: 
 (1) the Redemption Date, 

(2) the Redemption Price, if then determinable and otherwise the method of its determination, 

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to
be redeemed, the principal amount of the particular Security to be redeemed, 
 (4) that on the Redemption Date the
Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest or original issue discount thereon will cease to accrue or accrete on and after said date, 

 

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 (5) the place or places where each such Security is to be surrendered for payment of
the Redemption Price, 
 (6) that the redemption is for a sinking fund, if such is the case, and 

(7) if applicable, the conversion price then in effect and the date on which the right to convert such Securities to be redeemed
will expire. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the
Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense, which notice in either event shall be irrevocable; provided, however, that, in the case of such a notice to be
given by the Trustee, the Company shall have delivered to the Trustee at least 35 days (unless a shorter period is acceptable to the Trustee) prior to the proposed redemption date an Officers’ Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. If any Security called for redemption is converted pursuant hereto, any money deposited with the Trustee or any Paying Agent or so
segregated and held in trust for the redemption of such Security shall be paid to the Company upon delivery of a Company Request to the Trustee or such Paying Agent, or, if then held by the Company, shall be discharged from such trust. 

Section 11.05 Deposit of Redemption Price. Prior to 11:00 A.M., New York City time, on any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 
 Section 11.06
Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after
such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of
Section 3.07. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and
any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 11.07
Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed
thereon, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, and having
the same terms and conditions and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

 

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 ARTICLE 12 

SINKING FUNDS 
 Section 12.01
Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01 for such Securities. The
minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities. 
 Section 12.02
Satisfaction of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have
been (x) converted or (y) redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case
in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided,
however, that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 12.03 Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, 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 Securities pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to
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 11.03 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 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 

ARTICLE 13 
 SUBSIDIARY GUARANTEES

 Section 13.01 Applicability of Article. Unless the Company elects to issue any series of Securities without the benefit of
the Subsidiary Guarantees, which election shall be evidenced in or pursuant to the Board Resolution or supplemental indenture establishing such series of Securities pursuant to Section 3.01, the provisions of this Article shall be applicable to
each series of Securities except as otherwise specified in or pursuant to the Board Resolution or supplemental indenture establishing such series pursuant to Section 3.01. 

Section 13.02 Subsidiary Guarantees. Subject to Section 13.01, each Subsidiary Guarantor hereby, jointly and severally, fully and
unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and prompt payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable,
whether at the Stated Maturity, by acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts
owing to the Trustee in accordance with the terms of this Indenture applicable to series of Securities guaranteed by such Subsidiary Guarantor. In case of the failure of the Company promptly to make any such payment, each Subsidiary Guarantor
hereby, jointly and severally, agrees to cause such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption or otherwise, and as if such payment were made
by the Company. 
  

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 Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder
shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or
indulgence granted to the Company or any guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount
of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the
Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this
Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and
during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of a series, to collect interest on the Securities
of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefore, the amount that would
otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 

Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed
against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled
to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full.

 Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to
seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of
contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. 

Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any Holder of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

Section 13.03 Execution and Delivery of Subsidiary Guarantees. The Subsidiary Guarantees to be endorsed on the Securities shall include the
terms of the Subsidiary Guarantee set forth in Section 13.02 and any other terms that may be set forth in the form established pursuant to Section 2.04. Subject to Section 13.01, each of the Subsidiary Guarantors hereby agrees to
execute its Subsidiary Guarantee, in a form established pursuant to Section 2.04, to be endorsed on each Security authenticated and delivered by the Trustee. 

The Subsidiary Guarantee shall be executed on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chief
Executive Officer, President, Chief Financial Officer or Chief Operating Officer. The signature of any or all of these persons on the Subsidiary Guarantee may be manual or facsimile. A 

 

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Subsidiary Guarantee bearing the manual or facsimile signature of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Subsidiary Guarantee is endorsed or did not hold such offices at the date of such Subsidiary
Guarantee. 
 The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of
the Subsidiary Guarantee endorsed thereon on behalf of the Subsidiary Guarantors and shall bind each Subsidiary Guarantor notwithstanding the fact that Subsidiary Guarantee does not bear the signature of such Subsidiary Guarantor. Each of the
Subsidiary Guarantors hereby jointly and severally agrees that, except in circumstances contemplated in Section 13.01 wherein the Company elects to issue a series of Securities without the benefit of Subsidiary Guarantees, its Subsidiary
Guarantee set forth in Section 13.02 and in the form of Subsidiary Guarantee established pursuant to Section 2.04 shall remain in full force and effect notwithstanding any failure to endorse a Subsidiary Guarantee on any Security that was
intended to include the benefit of Subsidiary Guarantees. 
 Section 13.04 Release of Subsidiary Guarantors. Unless otherwise
specified pursuant to Section 3.01 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the
Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been
paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities
pursuant to Article 15, (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or
any Subsidiary in a transaction complying with the requirements of this Indenture, or (iv) the Company designates a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”
in Section 1.01 then, in each case of (i), (ii), (iii) or (iv) upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release
of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article 13 have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this
Indenture without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary
Guarantee endorsed on the Securities of such series and under this Indenture. 
 Section 13.05 Additional Subsidiary Guarantors.
Unless otherwise specified pursuant to Section 3.01 with respect to a series of Securities, if the Company or any of its Restricted Subsidiaries shall, after the effective date of this Indenture, acquire or create another Significant Subsidiary
or if any other Restricted Subsidiary shall become a Significant Subsidiary, then such Significant Subsidiary shall become a Subsidiary Guarantor as follows; provided however, that this requirement shall not apply to a Significant Subsidiary that is
also a Foreign Subsidiary. The Company shall cause any such Significant Subsidiary to execute and deliver to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the
provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized and
executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary
exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion). 
 Section
13.06 Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum amount of the Subsidiary Guarantee of any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed by such Subsidiary Guarantor without rendering such Subsidiary Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 

 

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 ARTICLE 14 

[INTENTIONALLY OMITTED] 

ARTICLE 15 
 DEFEASANCE AND
COVENANT DEFEASANCE 
 Section 15.01 Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may elect,
at its option at any time, to have Section 15.02 or Section 15.03 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 15.02
or 15.03, in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the applicable conditions set forth below in this Article. Any such election shall be evidenced in or pursuant to a Board
Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. 
 Section 15.02 Defeasance and
Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and
each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantees of such Securities, as provided in this Section on and after the date the conditions set forth in
Section 15.04 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 15.04 and as more fully set forth in such Section, payments in
respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have
Section 15.03 applied to such Securities. 
 Section 15.03 Covenant Defeasance. Upon the Company’s exercise of its option
(if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Section 8.01(3), Sections 10.05, and any covenants provided pursuant
to Section 3.01(21), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities, and (2) the occurrence of any event specified in Sections 5.01(4) (with respect to any of Section 8.01(3), and any such covenants provided
pursuant to Section 3.01(21), 9.01(2) or 9.01(7)), 5.01(7) and 5.01(8) shall be deemed not to be or result in an Event of Default and (3) the provisions of Article 13 shall cease to be effective, in each case with respect to such
Securities and Subsidiary Guarantees as provided in this Section on and after the date the applicable conditions set forth in Section 15.04 are satisfied (herein called “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company and the Subsidiary Guarantors, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 5.01(4)) or Article 13 whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference in any such
Section or Article to any other provision herein or in any other document, and such omission to comply shall not constitute an Event of Default under this Indenture or any such supplemental indenture with respect to Outstanding Securities of
such series, and but the remainder of this Indenture and such Securities shall be unaffected thereby. 
 Section 15.04 Conditions to
Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 15.02 or Section 15.03 to any Securities or any series of Securities, as the case may be: 

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.09 and agrees to comply 
  

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with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case 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, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the
payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation 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, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

 (2) In the event of an election to have Section 15.02 apply to any Securities or any series of Securities, as the
case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss
for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be
the case if such deposit, Defeasance and discharge were not to occur. 
 (3) In the event of an election to have
Section 15.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case
if such deposit and Covenant Defeasance were not to occur. 
 (4) The Company shall have delivered to the Trustee an
Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. 

(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(5) and (6), at any time on or prior to the 121st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 121st day). 
 (6) Such Defeasance or
Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 

 

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 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound. 

(8) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause either the
Trustee or the trust so created to be subject to the Investment Company Act of 1940. 
 (9) The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 

Section 15.05 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of
the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 15.06, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 15.04 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. 

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in Section 15.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. 

Section 15.06 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations, as the case may
be, in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture
and such Securities from which the Company has been discharged or released pursuant to Section 15.02 or 15.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 15.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

 ARTICLE 16 

SUBORDINATION 
 Section 16.01
Securities Subordinated to Senior Debt. Except as otherwise specified or contemplated by Section 3.01 or the other provisions of this Indenture, the Company covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article 16, the payment of the principal of and premium and other amounts, if any, and interest on each and all of the Securities is hereby expressly
made subordinate and subject in right of payment to the prior payment in full of all Senior Debt. The terms of this Article 16 may be modified or amended for any series of Securities as contemplated by Section 3.01. 

 

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 Section 16.02 Payment Over of Proceeds upon Dissolution, Etc. In the event of (a) any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the
Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, a “Proceeding”) the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities, on account of principal of or premium and other amounts, if any, or interest on the Securities or on account of any purchase or other acquisition of Securities by the
Company, or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a “Securities Payment”), and to that end the holders of all Senior Debt shall be
entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such Proceeding. 

In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such
Securities Payment, have been made known to the Trustee or, as the case may be, such holder, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt. 
 For purposes of this Article only, the words “any payment
or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer, sale or lease of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in
Article 8 shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer, sale or lease such properties and
assets, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer, sale or lease, comply with the conditions set forth in Article 8. 

Section 16.03 Payment of Senior Debt before Payment of Securities. In the event that any series of Securities are declared due and payable
before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such series of Securities so becomes due and payable shall be entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the holders of the Securities of such series are entitled to
receive any Securities Payment. 
 In the event and during the continuation of any default in the payment of principal or of premium or
other amounts, if any, or interest on any Senior Debt beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of
such Senior Debt (or a trustee, or other representative on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and any such acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default,
then no Securities Payment shall be made. 
  

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 In the event that, notwithstanding the foregoing, the Company shall make any Securities Payment to the
Trustee or any holder prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such holder, then and in such event
such Securities Payment shall be paid over and delivered forthwith to the Company. 
 The provisions of this Section shall not apply
to any Securities Payment with respect to which Section 16.02 would be applicable. 
 Section 16.04 Payment Permitted if No
Default. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 16.02 or under the
conditions described in Section 16.03, from making Securities Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Securities Payments or the retention of such Securities Payment by the holders, if at
the time of such application by the Trustee, it did not have actual knowledge that such Securities Payment would have been prohibited by the provisions of this Article. 

Section 16.05 Subrogation to Rights of Holders of Senior Debt. Subject to the payment in full of all amounts due or to become due on or in
respect of Senior Debt, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the holders of the Securities shall be subrogated to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of and premium and other amounts, if any, and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt and the holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior Debt. 
 Section 16.06 Provisions Solely to Define Relative
Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Debt and the holders of the Securities, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank equally with all other general obligations of the Company), to pay to the holders of the Securities the principal of
and premium and other amounts, if any, and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the holders of the Securities and
creditors of the Company other than the holders of Senior Debt; or (c) prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such holder. 

Section 16.07 Trustee to Effectuate Subordination. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes. 

Section 16.08 No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time
and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the holders of the Securities and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the holders of the Securities to the holders of Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt,
or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any 
  

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agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release
any Person liable in any manner for the collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 

Section 16.09 Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or
from any trustee therefor or representative thereof; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least one full Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of and
premium and other amounts, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary which may be received by it within one full Business Day prior to such date. 

Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor or representative thereof) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor or representative thereof). In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the rights of such Person to receive such payment. 

Section 16.10 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of
Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article. 
 Section 16.11 Trustee Not Fiduciary for Holders of
Senior Debt. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to holders of Securities or to the
Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise. The Trustee shall not be charged with knowledge of the existence of Senior Debt or of any facts
that would prohibit any payment hereunder unless a Responsible Officer of the Trustee shall have received notice to that effect at the address of the Trustee set forth in Section 1.05. With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the
Trustee. 
 Section 16.12 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. 
  

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 Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.07. 
 Section 16.13 Article Applicable to Paying Agents. In case at any time any paying agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such paying
agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 16.09 and 16.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent. 
 This Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes. 
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of
the day and year first above written. 
  

			
	ISSUER:
	
	HORNBECK OFFSHORE SERVICES, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	SUBSIDIARY GUARANTORS:
	
	[INSERT SUBSIDIARY GUARANTORS]
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	TRUSTEE:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

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 SCHEDULE I 

SUBSIDIARY GUARANTORS 
 SUBSIDIARY
STATE OF ORGANIZATION 
 [Insert Subsidiary Guarantors] 

 

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