EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
 INDENTURE 

Dated as of May 12, 2016

between 
 PTC INC. 

AND 
 THE BANK OF NEW YORK MELLON,

 as Trustee 
 DEBT SECURITIES

  
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 ARTICLE I.
	 		  			
			
		 	 DEFINITIONS
	  	 	1	  
			
	 Section 1.01.
	 	 Definitions of Terms.
	  	 	1	  
			
	 ARTICLE II.
	 		  			
			
		 	 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	  	 	8	  
			
	 Section 2.01.
	 	 Designation and Terms of Securities.
	  	 	8	  
	 Section 2.02.
	 	 Form of Securities and Trustee’s Certificate.
	  	 	11	  
	 Section 2.03.
	 	 Denominations; Provisions for Payment.
	  	 	13	  
	 Section 2.04.
	 	 Execution and Authentications.
	  	 	14	  
	 Section 2.05.
	 	 Transfer and Exchange.
	  	 	15	  
	 Section 2.06.
	 	 Temporary Securities.
	  	 	22	  
	 Section 2.07.
	 	 Mutilated, Destroyed, Lost or Stolen Securities.
	  	 	22	  
	 Section 2.08.
	 	 Cancellation.
	  	 	23	  
	 Section 2.09.
	 	 Benefits of Indenture.
	  	 	23	  
	 Section 2.10.
	 	 Authenticating Agent.
	  	 	23	  
	 Section 2.11.
	 	 Global Securities.
	  	 	24	  
	 Section 2.12.
	 	 CUSIP Numbers.
	  	 	24	  
	 Section 2.13.
	 	 Securities Denominated in Foreign Currencies.
	  	 	24	  
	 Section 2.14.
	 	 Wire Transfers.
	  	 	24	  
	 Section 2.15.
	 	 Designated Currency.
	  	 	25	  
			
	 ARTICLE III.
	 		  			
			
		 	 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	  	 	25	  
			
	 Section 3.01.
	 	 Redemption.
	  	 	25	  
	 Section 3.02.
	 	 Notice of Redemption; Partial Redemption.
	  	 	25	  
	 Section 3.03.
	 	 Payment Upon Redemption.
	  	 	26	  
	 Section 3.04.
	 	 Sinking Fund.
	  	 	27	  
	 Section 3.05.
	 	 Satisfaction of Sinking Fund Payments with Securities.
	  	 	27	  
	 Section 3.06.
	 	 Redemption of Securities for Sinking Fund.
	  	 	27	  
			
	 ARTICLE IV.
	 		  			
			
		 	 CERTAIN COVENANTS
	  	 	28	  
			
	 Section 4.01.
	 	 Payment of Principal, Premium and Interest.
	  	 	28	  
	 Section 4.02.
	 	 Maintenance of Office or Agency.
	  	 	28	  
	 Section 4.03.
	 	 Paying Agents; Security Registrar
	  	 	28	  
	 Section 4.04.
	 	 Statement by Officers as to Default.
	  	 	29	  
	 Section 4.05.
	 	 Appointment to Fill Vacancy in Office of Trustee.
	  	 	29	  
	 Section 4.06.
	 	 Waiver of Certain Covenants.
	  	 	29	  


  
 i 









							
	 ARTICLE V.
	 		  			
			
		 	 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	  	 	30	  
			
	 Section 5.01.
	 	 Company to Furnish Trustee Names and Addresses of Securityholders.
	  	 	30	  
	 Section 5.02.
	 	 Preservation of Information; Communications with Securityholders.
	  	 	30	  
	 Section 5.03.
	 	 Reports by the Company.
	  	 	30	  
	 Section 5.04.
	 	 Reports by the Trustee.
	  	 	31	  
			
	 ARTICLE VI.
	 		  			
			
		 	 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	  	 	31	  
			
	 Section 6.01.
	 	 Events of Default.
	  	 	31	  
	 Section 6.02.
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	 	33	  
	 Section 6.03.
	 	 Application of Funds Collected.
	  	 	35	  
	 Section 6.04.
	 	 Limitation on Suits.
	  	 	35	  
	 Section 6.05.
	 	 Rights and Remedies Cumulative; Delay or Omission not Waiver.
	  	 	36	  
	 Section 6.06.
	 	 Control by Securityholders.
	  	 	36	  
	 Section 6.07.
	 	 Undertaking to Pay Costs.
	  	 	36	  
	 Section 6.08.
	 	 Waiver of Usury, Stay or Extension of Laws.
	  	 	37	  
			
	 ARTICLE VII.
	 		  			
			
		 	 CONCERNING THE TRUSTEE
	  	 	37	  
			
	 Section 7.01.
	 	 Certain Duties and Responsibilities of Trustee.
	  	 	37	  
	 Section 7.02.
	 	 Certain Rights of Trustee.
	  	 	38	  
	 Section 7.03.
	 	 Trustee not Responsible for Recitals or Issuance of Securities.
	  	 	40	  
	 Section 7.04.
	 	 May Hold Securities.
	  	 	40	  
	 Section 7.05.
	 	 Funds Held in Trust.
	  	 	40	  
	 Section 7.06.
	 	 Compensation and Reimbursement.
	  	 	40	  
	 Section 7.07.
	 	 Reliance on Officer’s Certificate.
	  	 	41	  
	 Section 7.08.
	 	 Disqualification; Conflicting Interests.
	  	 	41	  
	 Section 7.09.
	 	 Corporate Trustee Required; Eligibility.
	  	 	41	  
	 Section 7.10.
	 	 Resignation and Removal; Appointment of Successor.
	  	 	41	  
	 Section 7.11.
	 	 Acceptance of Appointment By Successor.
	  	 	42	  
	 Section 7.12.
	 	 Merger, Conversion, Consolidation or Succession to Business.
	  	 	43	  
	 Section 7.13.
	 	 Preferential Collection of Claims Against the Company.
	  	 	44	  
			
	 ARTICLE VIII.
	 		  			
			
		 	 CONCERNING THE SECURITYHOLDERS
	  	 	44	  
			
	 Section 8.01.
	 	 Evidence of Action by Securityholders.
	  	 	44	  
	 Section 8.02.
	 	 Proof of Execution by Securityholders.
	  	 	44	  
	 Section 8.03.
	 	 Who May be Deemed Owners.
	  	 	45	  
	 Section 8.04.
	 	 Certain Securities Owned by Company Disregarded.
	  	 	45	  
	 Section 8.05.
	 	 Actions Binding on Future Securityholders.
	  	 	45	  


  
 ii 









							
	 ARTICLE IX.
	 		  			
			
		 	 SUPPLEMENTAL INDENTURES
	  	 	46	  
			
	 Section 9.01.
	 	 Supplemental Indentures Without the Consent of Securityholders.
	  	 	46	  
	 Section 9.02.
	 	 Supplemental Indentures with Consent of Securityholders.
	  	 	47	  
	 Section 9.03.
	 	 Effect of Supplemental Indentures.
	  	 	48	  
	 Section 9.04.
	 	 Securities Affected by Supplemental Indentures.
	  	 	48	  
	 Section 9.05.
	 	 Execution of Supplemental Indentures.
	  	 	48	  
			
	 ARTICLE X.
	 		  			
			
		 	 SUCCESSOR
	  	 	49	  
			
	 Section 10.01.
	 	 Consolidation, Merger and Sale of Assets by the Company.
	  	 	49	  
	 Section 10.02.
	 	 Consolidation, Merger and Sale of Assets by a Guarantor.
	  	 	50	  
			
	 ARTICLE XI.
	 		  			
			
		 	 SATISFACTION AND DISCHARGE
	  	 	50	  
			
	 Section 11.01.
	 	 Applicability of Article.
	  	 	50	  
	 Section 11.02.
	 	 Satisfaction and Discharge of Indenture.
	  	 	50	  
	 Section 11.03.
	 	 Defeasance and Discharge of Obligations; Covenant Defeasance.
	  	 	51	  
	 Section 11.04.
	 	 Deposited Funds to be Held in Trust.
	  	 	53	  
	 Section 11.05.
	 	 Payment of Funds Held by Paying Agents.
	  	 	53	  
	 Section 11.06.
	 	 Repayment to the Guarantors or the Company.
	  	 	53	  
	 Section 11.07.
	 	 Reinstatement.
	  	 	54	  
			
	 ARTICLE XII.
	 		  			
			
		 	 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES
	  	 	54	  
			
	 Section 12.01.
	 	 No Recourse.
	  	 	54	  
			
	 ARTICLE XIII.
	 		  			
			
		 	 MISCELLANEOUS PROVISIONS
	  	 	55	  
			
	 Section 13.01.
	 	 Effect on Successors and Assigns.
	  	 	55	  
	 Section 13.02.
	 	 Actions by Successor.
	  	 	55	  
	 Section 13.03.
	 	 Notices.
	  	 	55	  
	 Section 13.04.
	 	 Governing Law.
	  	 	56	  
	 Section 13.05.
	 	 Compliance Certificates and Opinions.
	  	 	56	  
	 Section 13.06.
	 	 Payments on Business Days.
	  	 	56	  
	 Section 13.07.
	 	 Conflict with Trust Indenture Act.
	  	 	57	  
	 Section 13.08.
	 	 Counterparts.
	  	 	57	  
	 Section 13.09.
	 	 Separability.
	  	 	57	  
	 Section 13.10.
	 	 No Adverse Interpretation of Other Agreements.
	  	 	57	  
	 Section 13.11.
	 	 Table of Contents, Headings, Etc.
	  	 	57	  
	 Section 13.12.
	 	 Consent to Jurisdiction and Service of Process.
	  	 	57	  
	 Section 13.13.
	 	 Waiver of Jury Trial.
	  	 	58	  
	 Section 13.14.
	 	 USA Patriot Act.
	  	 	58	  
	 Section 13.15.
	 	 FATCA.
	  	 	58	  


  
 iii 









							
	 ARTICLE XIV.
	 		  			
			
		 	 GUARANTEES
	  	 	58	  
			
	 Section 14.01.
	 	 Guarantees.
	  	 	58	  
	 Section 14.02.
	 	 Limitation on Guarantor Liability.
	  	 	60	  
	 Section 14.03.
	 	 Execution and Delivery.
	  	 	60	  
	 Section 14.04.
	 	 Subrogation.
	  	 	60	  
	 Section 14.05.
	 	 Benefits Acknowledged.
	  	 	61	  
	 Section 14.06.
	 	 Releases of Guarantees.
	  	 	61	  

 EXHIBITS: 
  

					
	Exhibit A	  	–	  	Form of Certificate of Transfer
	Exhibit B	  	–	  	Form of Certificate of Exchange
	Exhibit C	  	–	  	Form of Certificate from Acquiring Institutional Accredited Investor


  
 iv 








 Cross-Reference Table* 

 

			
	 Section of Trust Indenture Act of 1939, as amended
	  	 Section of

Indenture

		
	 310(a)
	  	7.09
	 310(b)
	  	7.08, 7.10
	 311(a)
	  	7.13
	 311(b)
	  	7.13
	 312(a)
	  	5.01, 5.02(a)
	 312(b)
	  	5.02(b)
	 312(c)
	  	5.02(b)
	 313(a)
	  	5.04(a)
	 313(b)
	  	5.04(b)
	 313(c)
	  	5.04(a), 5.04(b)
	 313(d)
	  	5.04(b)
	 314(a)
	  	5.03
	 314(b)
	  	Inapplicable
	 314(c)
	  	13.06
	 314(d)
	  	Inapplicable
	 314(e)
	  	13.06
	 314(f)
	  	Inapplicable
	 315(a)
	  	7.01
	 315(b)
	  	6.01(f)
	 315(c)
	  	7.01(a)
	 315(d)
	  	7.01(b)
	 315(e)
	  	6.07
	 316(a)
	  	6.06, 8.04
	 316(b)
	  	6.04
	 316(c)
	  	8.01
	 317(a)
	  	6.02
	 317(b)
	  	4.03
	 318(a)
	  	13.08

  

	*	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. 


  
 v 








 THIS INDENTURE is dated as of May 12, 2016 between PTC INC., a Massachusetts corporation
(the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”). 

RECITALS 
 A. This
Indenture provides for the issuance of unsecured debt securities (the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series, to be authenticated by the Trustee, and for the
issuance of guarantees of the Securities by the Guarantors, if any (as hereinafter defined). 
 B. This Indenture is subject to the
provisions of the Trust Indenture Act (as defined below) that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions. 

C. All things necessary to make this Indenture a valid and binding agreement, in accordance with its terms, have been done. 

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the Holders of Securities: 
 ARTICLE I. 

DEFINITIONS 
  

	Section 1.01.	Definitions of Terms. 

 The terms defined in this Section 1.01 (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01 and shall include the
plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act or that are by reference in the Trust Indenture Act defined in the Securities Act of 1933, as amended (the “Securities
Act”) (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of
this instrument. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with GAAP. 

“144A Global Security”, with respect to any series of Securities, means one or more Global Securities, bearing the Private
Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Securities of such series sold in global form in reliance on Rule 144A. 

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







 “Applicable Procedures”, with respect to any transfer or exchange of or for
beneficial interests in any Global Security for a series of Securities, means the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time. 

“Authenticating Agent” means an authenticating agent with respect to all or any of the series of Securities appointed with
respect to all or any series of the Securities by the Trustee pursuant to Section 2.10. 
 “beneficial ownership” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, and “beneficial owner” has a corresponding meaning. 

“Board of Directors” means the Board of Directors of the Company or any Guarantor or any committee thereof duly authorized to
act on behalf of such Board. 
 “Board Resolution” means a copy of a resolution certified by the Secretary, an Assistant
Secretary or any member of the Board of Directors of the Company or any 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. 

“Business Day”, with respect to any series of Securities, means each day other than a Saturday, Sunday or a day on which the
Trustee or commercial banking institutions are authorized or required by law to close in New York City. 
 “Capital Stock”
of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt
securities convertible or exchangeable into such equity. 
 “Clearstream” means Clearstream Banking S.A., or its
successors. 
 “Commission” means the Securities and Exchange Commission. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Company” means PTC Inc., a Massachusetts corporation, until a successor entity shall have become such pursuant to Article X,
and thereafter “Company” shall mean such successor entity. 
 “Corporate Trust Office” means the office of the
Trustee at which, at any particular time, its corporate trust business shall be administered. The Corporate Trust Office for the Trustee as of the date of the execution of this Indenture is located at 101 Barclay Street, Floor 7E, New York, New York
10286, Attention: Corporate Trust, or such other address as the Trustee may designate from time to time by notice to Holders and the Company. 

“Currency” means Dollars or Foreign Currency. 

“Debt” means any indebtedness for money borrowed evidenced by loans, bonds, notes, debentures, letters of credit,
bankers’ acceptances, Hedging Obligations or instruments similar to the foregoing, in each case to the extent such indebtedness would appear as a liability on the balance sheet of such Person in accordance with GAAP. 

  
 2 








 “Default” means any event which is, or after notice or passage of time or both
would be, an Event of Default. 
 “Defaulted Interest” has the meaning set forth in Section 2.03. 

“Definitive Security” means a certificated Security registered in the name of the Securityholder thereof and issued in
accordance with Section 2.05. 
 “Depositary”, with respect to Securities of any series issued in whole or in part as a
Global Security, means The Depository Trust Company (“DTC”), New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, and any other applicable U.S. or foreign statute or
regulation, which, in each case, shall be designated by the Company pursuant to Section 2.01. 
 “Designated Currency” has
the meaning set forth in Section 2.15. 
 “Distribution Compliance Period” means the restricted period as defined in Rule
903(b)(3) under the Securities Act. 
 “Dollar” or “$” means such currency of the United States as at the
time of payment is legal tender for the payment of public and private debts. 
 “Dollar Equivalent” means, with respect to
any monetary amount in a Foreign Currency, at any time for the determination thereof, the amount of Dollars obtained by converting such Foreign Currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the
applicable Foreign Currency as quoted by JPMorgan Chase Bank, N.A. (unless another comparable financial institution is designated by the Company) in New York, New York, at approximately 11:00 a.m. (New York time) on the date two Business Days prior
to such determination. 
 “Euroclear” means Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear
System. 
 “Event of Default”, has the meaning set forth in Section 6.01. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Foreign Currency” means a currency issued by the government of any country other than the United States or a composite
currency the value of which is determined by reference to the values of the currencies of any group of countries. 
 “Foreign Paying
Agent” has the meaning set forth in Section 2.13. 
 “GAAP” means generally accepted accounting principles in
the United States of America as in effect as of the Issue Date, including those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements
and pronouncements of the Financial Accounting Standards Board; and (iii) such other statements by such other entity as approved by a significant segment of the accounting profession. 

“Global Security”, with respect to any series of Securities, means a Security executed by the Company and delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture, which shall be registered in the name of the Depositary or its nominee. 

  
 3 








 “Government Securities” means securities that are (1) direct obligations of
the United States for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation of the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the
holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect
of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Debt. 

“Guarantee” means, individually, any guarantee of payment of any series of Securities and the Company’s other
Obligations under this Indenture by a Guarantor pursuant to the terms of this Indenture and any indenture supplemental hereto with respect to such series, and, collectively, all such Guarantees. 

“Guarantor” to the extent provided for in any indenture supplemental hereto relating to any series of Securities, means any
Person that incurs a Guarantee of a series of the Securities; provided that upon the release and discharge of such Person from its Guarantee in accordance with this Indenture or any indenture supplemental hereto, such Person shall cease to be a
Guarantor. 
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any interest rate
agreement, currency agreement or commodity agreement. 
 “herein,” “hereof” and
“hereunder,” and other words of similar import, refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

“including” means including without limitation. 

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into in accordance with the terms hereof. 
 “Indirect Participant” means any
entity that, with respect to DTC, clears through or maintains a direct or indirect, custodial relationship with a Participant. 

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)
(1), (2), (3) or (7) under the Securities Act, who is not also a QIB. 
 “Interest Payment Date”, when used with
respect to any installment of interest on a Security of a particular series, means the date specified herein, in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and payable. 

  
 4 








 “Issue Date” means, with respect to any series of Securities, the date on which
the Securities of such series was first issued. 
 “Lien” means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). For the avoidance of doubt, the grant by any Person of a non-exclusive license to use intellectual property owned by, licensed
to, or developed by such Person and such license activity shall not constitute a grant by such Person of a Lien on such intellectual property. 

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in
bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), other monetary obligations,
penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt. 

“Officer” means the chairman of the Board of Directors, the chief executive officer, the president, the chief financial
officer, any executive vice president, senior vice president or vice president, the treasurer or any assistant treasurer or the secretary or any assistant secretary of the Company or any Guarantor, as the case may be. 

“Officer’s Certificate” means a certificate, signed by any Officer of the Company or any Guarantor, as the case may be,
that is delivered to the Trustee in accordance with the terms hereof. Each such certificate shall include the statements provided for in Section 13.05, if and to the extent required by the provisions thereof. 

“Opinion of Counsel” means an opinion in writing of legal counsel, who may be an Officer or employee of or counsel for the
Company or any Guarantor, as the case may be, or other counsel reasonably satisfactory to the Trustee, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in
Section 13.05, if and to the extent required by the provisions thereof. 
 “Original Issue Discount Security” means a
Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. 

“Outstanding”, when used with reference to Securities of any series, subject to the provisions of Section 8.04, means,
as of any particular time, all Securities of such series authenticated by the Trustee under this Indenture, except: 
 (a)
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
 (b) Securities, or portions
thereof, for the payment or redemption of which funds in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent other than the Company, or, if the Company shall act as its own paying agent, shall have been
set aside, segregated and held in trust by the Company for the Holders of such Securities, provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as
herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and 
 (c) Securities
in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.07, except with respect to any such Security as to which proof satisfactory to the Trustee
is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Company. 

  
 5 








 In determining whether the Holders of the requisite principal amount of Outstanding Securities of any series have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01 and the principal amount of a Security denominated in one or more currencies that
shall be deemed to be Outstanding for such purposes shall be based on the Dollar Equivalent as determined by the Company on the date of original issuance of such Security, of the principal amount of such Security; provided, that any Securities of
such series owned by the Company, or by any Affiliate of the Company, shall be considered as though not Outstanding. 

“Participant”, with respect to the Depositary, Euroclear or Clearstream, means a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or as to the distributions of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of capital of any other class of such corporation. 

“Private Placement Legend” means the legend set forth in Section 2.02(b) to be placed on all Restricted Securities
issued under this Indenture or pursuant to a Board Resolution or an indenture supplemental hereto with respect to a series of Securities, except where specifically stated otherwise by the provisions of this Indenture, such Board Resolution or such
supplemental indenture. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Regulation S” means Regulation S promulgated under the Securities Act, as it may be amended from time to time, and any
successor provision thereto. 
 “Regulation S Global Security” means, with respect to any series of Securities, a
Regulation S Temporary Global Security of such series, if required by Rule 903 of Regulation S, or a Regulation S Permanent Global Security of such series, as the case may be. 

“Regulation S Permanent Global Security”, with respect to any series of Securities, means one or more permanent Global
Securities, bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Securities of such series initially sold or, if required by Rule 903 of
Regulation S, of the Regulation S Temporary Global Security of such series upon expiration of the Distribution Compliance Period with respect to such series, as the case may be. 

  
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 “Regulation S Temporary Global Security”, with respect to any series of
Securities, means one or more temporary Global Securities, bearing the Private Placement Legend, and the Regulation S Temporary Global Security Legend issued in an aggregate amount of denominations equal in total to the outstanding principal amount
of the Securities of such series initially sold, if required by Rule 903 of Regulation S. 
 “Regulation S Temporary Global Security
Legend” means the legend set forth in Section 2.02(d), which is required to be placed on all Regulation S Temporary Global Securities issued under this Indenture. 

“Responsible Officer” means any vice president, any trust officer, any assistant trust officer, any assistant vice president,
any assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because
of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Restricted Definitive Security”, with respect to any series of Securities, means one or more Definitive Securities of such
series bearing the Private Placement Legend issued under this Indenture. 
 “Restricted Global Security”, with respect to
any series of Securities, means one or more Global Securities of such series bearing the Private Placement Legend, issued under this Indenture. 

“Restricted Security”, with respect to any series of Securities, means a Security of such series, unless or until it has been
(i) effectively registered under the Securities Act and disposed of in accordance with a registration statement with respect to such series or (ii) distributed to the public pursuant to Rule 144 under the Securities Act (or any similar
provision then in force). 
 “Rule 144A” means Rule 144A promulgated under the Securities Act, as it may be amended from
time to time, and any successor provision thereto. 
 “Securities” means the securities authenticated and delivered under
this Indenture. 
 “Securityholder,” “Holder,” “holder,” “holder of
Securities,” “registered holder,” or other similar term, means the Person or Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance with the
terms of this Indenture. 
 “Security Register” has the meaning set forth in Section 2.05(a). 

“Security Registrar” has the meaning set forth in Section 2.05(a). 

“Significant Subsidiary” means any Subsidiary of the Company that would be a “significant subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission. 
 “Stated Maturity” means,
with respect to any Security, the date specified in such Security as the fixed date on which the final payment of principal of such Security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred). 

  
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 “Subsidiary” means, with respect to any Person, any corporation, association,
partnership, limited liability company or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and
one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person. 
 “Subsidiary Guarantor”
means any Guarantor that is a Subsidiary of the Company. 
 “Trustee” means The Bank of New York Mellon and, subject to the
provisions of Article VII, shall include its successors and assigns. The term “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to that series. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in effect at the date of execution of this
instrument subject to the provisions of Sections 9.01, 9.02, 10.01 and 10.02. 
 “Unrestricted Definitive Security”, with
respect to any series of Securities, means one or more Definitive Securities representing such series of Securities that do not bear and are not required to bear the Private Placement Legend, issued under this Indenture. 

“Unrestricted Global Security”, with respect to any series of Securities, means one or more permanent Global Securities
representing such series of Securities that do not bear and are not required to bear the Private Placement Legend, issued under this Indenture. 

“Unrestricted Securities”, with respect to any series of Securities, means a Security (i) effectively registered under
the Securities Act and disposed of in accordance with a registration statement with respect to such series or (ii) distributed to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force). 

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such
Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or the controlling managing member or general partner, as applicable). 

ARTICLE II. 
 ISSUE, DESCRIPTION,
TERMS, EXECUTION, REGISTRATION AND 
 EXCHANGE OF SECURITIES 
  

	Section 2.01.	Designation and Terms of Securities. 

 (a) The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board
Resolution of the Company or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution of the Company, and set forth in an
Officer’s Certificate of the Company, or established in one or more indentures supplemental hereto, with respect to the Securities of the series: 

(1) the title of the Security of the series (which shall distinguish the Securities of the series from all other Securities);


  
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 (2) any limit upon the aggregate principal amount of the Securities of that
series that 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 that series); 

(3) the date or dates on which the principal and premium, if any, of the Securities of the series is payable; 

(4) the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest or the manner
of calculation of such rate or rates, if any (including any procedures to vary or reset such rate or rates), and the basis upon which interest will be calculated if other than that of a 360 day year of twelve 30-day months; 

(5) the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable
or the manner of determination of such Interest Payment Dates, and the record date for the determination of Holders to whom interest is payable on any such Interest Payment Dates; 

(6) any trustees, authenticating agents or paying agents with respect to such series, if different from those set forth in this
Indenture; 
 (7) the right, if any, to extend the interest payment periods or defer the payment of interest and the duration
of such extension or deferral; 
 (8) the period or periods within which, the price or prices at which and the terms and
conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company; 
 (9)
the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in anticipation of future sinking fund obligations) or at the option
of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

 (10) the form of the Securities of the series including the form of the Trustee’s certificate of authentication for
such series; 
 (11) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable; 
 (12) the Currency or Currencies in which payment of the principal of, premium,
if any, and interest on, Securities of the series shall be payable; 
 (13) if the principal amount payable at the Stated
Maturity of Securities of the series will not be determinable as of any one or more dates prior to such Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount
thereof which will be due and payable upon any 

  
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maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined);

 (14) the terms of any repurchase or remarketing rights; 

(15) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the
type of Global Security to be issued; the terms and conditions, if different from those contained in this Indenture, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities in definitive
registered form; the Depositary for such Global Security or Securities; and the form of any legend or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legends referred to in Section 2.02; 

(16) whether the Securities of the series will be convertible into or exchangeable for other Securities, common shares or other
securities of any kind of the Company or another obligor, and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of
calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the Holder or at the Company’s option, the conversion or exchange period, and any other provision in
addition to or in lieu of those described herein; 
 (17) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; 

(18) any additional restrictive covenants or Events of Default that will apply to the Securities of the series, or any changes
to the restrictive covenants set forth in Article IV or the Events of Default set forth in Section 6.01 that will apply to the Securities of the series, which may consist of establishing different terms or provisions from those set forth in
Article IV or Section 6.01 or eliminating any such restrictive covenant or Event of Default with respect to the Securities of the series; 

(19) any provisions granting special rights to Holders when a specified event occurs; 

(20) if the amount of principal or any premium or interest on Securities of a series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts will be determined; 
 (21) any special tax implications of
the Securities, including provisions for Original Issue Discount Securities, if offered; 
 (22) whether and upon what terms
Securities of a series may be defeased if different from the provisions set forth in this Indenture; 
 (23) with regard to
the Securities of any series that do not bear interest, the dates for certain required reports to the Trustee; 

  
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 (24) whether the Securities of the series will be issued as Unrestricted
Securities or Restricted Securities, and, if issued as Restricted Securities, the rule or regulation promulgated under the Securities Act in reliance on which they will be sold; and 

(25) any and all additional, eliminated or changed terms that shall apply to the Securities of the series, including any terms
that may be required by or advisable under United States laws or regulations (including the Securities Act and the rules and regulations promulgated thereunder) or advisable in connection with the marketing of Securities of that series. 

(b) All Securities of any one series shall be substantially identical, except that Securities of any particular series may be issued at various
times, in different denominations, with different currency of payments due thereunder, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates from which such interest may accrue or on which such interest may be payable, and with different redemption dates, and except as may otherwise be provided in or pursuant to any such Board
Resolution or in any supplemental indenture. If any of the terms of the series are established by action taken pursuant to a Board Resolution of the Company, 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 Officer’s Certificate of the Company setting forth the terms of the series. The terms of the Securities of any series may provide that such
Securities shall be authenticated and delivered by the Trustee upon original issuance from time to time upon written order of persons designated in such Board Resolution or supplemental indenture and that such persons are authorized to determine,
consistent with such Board Resolution or supplemental indenture, such terms and conditions of the Securities of such series. 
  

	Section 2.02.	Form of Securities and Trustee’s Certificate. 

 (a) The Securities of any series and
the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor as set forth in an indenture supplemental hereto or as provided in a Board Resolution of the Company and as set forth in an
Officer’s Certificate of the Company and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, any Board Resolution or any indenture supplemental hereto, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of
any stock exchange on which Securities of that series may be listed, or to conform to usage. 
 (b) Each Restricted Security (and all
Restricted Securities issued in exchange therefor or substitution thereof) shall bear a Private Placement Legend in substantially the following form: 

“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933 (THE “SECURITIES ACT”). THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 

  
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 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
(IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.” 

(c) To the extent required by the Depositary for particular series of Securities, each Global Security of such series shall bear legends in
substantially the following forms: 
 “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE
INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.05(C) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.” 
 “UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.” 

  
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 (d) To the extent required by the Depositary, each Regulation S Temporary Global Security shall
bear a legend in substantially the following form: 
 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY SECURITY SHALL BE ENTITLED TO RECEIVE CASH
PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS SECURITY. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS SECURITY.” 
  


	Section 2.03.	Denominations; Provisions for Payment. 

 The Securities shall be issuable as registered
Securities and in the denominations of $1,000 or any integral multiple thereof, subject to Section 2.01(a)(11). The Securities of a particular series shall bear interest payable on the dates and at the rate specified as provided in
Section 2.01 with respect to that series. The principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in Dollars except as otherwise
specified pursuant to Section 2.01(a)(12), at the office or agency of the Company maintained for that purpose pursuant to Section 4.02. If any of the Securities of any series is no longer represented by a Global Security, payment of
interest on Definitive Securities may, at the option of the Company, be made by (i) check mailed directly to Holders of such Securities at their addresses set forth in the Security Register or (ii) upon request of any Holder of at least
$1,000,000 principal amount of such Securities, wire transfer to an account located in the United States maintained by the payee. Each Security shall be dated the date of its authentication. Unless otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01(a)(4), interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months. 

The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In the event that any Security
of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section 3.03. 
 Unless otherwise set forth in a Board Resolution
or one or more indentures supplemental hereto establishing the terms of any series of any Securities pursuant to Section 2.01, the term “regular record date” as used in this Section 2.03 with respect to a series of Securities
shall mean a date 15 days immediately preceding any Interest Payment Date. Subject to the provisions of this Section 2.03, each Security of a series delivered under this Indenture upon registration of transfer or in exchange for or in lieu of
any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 

  
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 Unless otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 2.01, any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for such Security (“Defaulted Interest”) shall forthwith cease to be
payable to the registered Holder on the relevant regular record date, and such Defaulted Interest shall be paid by the Company, at the rate provided for in such series of Securities and at its election, as provided in clause (1) or clause (2)
below. 
 (1) The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such
Securities (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 such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee funds in an amount equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such funds when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as provided in this clause (1). Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than ten days prior to the date of the proposed
payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee promptly shall notify the Company of such special record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid (or otherwise delivered in accordance with the procedures of DTC), to each Securityholder at his or her address
as it appears in the Security Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed or otherwise delivered as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date and shall not be payable pursuant to the following clause (2). 

(2) The Company may make payment of any Defaulted Interest on any Securities 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. 
  

	Section 2.04.	Execution and Authentications. 

 The Securities shall be signed on behalf of the Company
by any member of the Board of Directors of the Company or by any of its president, chief financial officer, vice president, secretary or treasurer of the Company. Signatures may be in the form of a manual or facsimile signature. In the case of
Definitive Securities of any series, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall
be dated the date of its authentication. 
 A Security shall not be valid until authenticated manually by an authorized signatory of
the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 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 to the Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by an Officer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. 

  
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 In authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall receive from the Company, and, subject to Section 7.01, shall be fully protected in relying upon: 

(a) a copy of the Board Resolution in or pursuant to which the terms and form of the Securities were established, and if the terms and form of
such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; 

(b) an executed supplemental indenture, if any; 

(c) an Officer’s Certificate delivered in accordance with Section 13.05; and 

(d) an Opinion of Counsel delivered in accordance with Section 13.05, which shall also state: 

(1) that the form of such Securities has been established by a supplemental indenture or by or pursuant to a Board Resolution
in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; 
 (2) that the terms of
such Securities have been established in accordance with Section 2.01 and in conformity with the other 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, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. 
  

	Section 2.05.	Transfer and Exchange. 

 (a) Registration of Transfer and Exchange. The Company
shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering
Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. 
 To permit registrations of transfers and
exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations and the Trustee shall authenticate and deliver such Security or
Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid Obligations of the Company
evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security,
the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on
such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the 

  
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Security Registrar shall be affected by notice to the contrary. The Company is not required to transfer or exchange any Security of any series selected for redemption during a period of 15 days
before mailing or otherwise delivering a notice of redemption of Securities of such series to be redeemed. 
 All certifications,
certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by electronic transmission or facsimile with an original of each
document to follow. 
 (b) Service Charge. No service charge shall be payable by a Holder of a beneficial interest in a Global
Security or by a Holder of a Definitive Security for any exchange or registration of transfer of Securities, or for any issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to
cover any transfer tax, assessment or other similar governmental charge payable in connection therewith (other than any such taxes or other governmental charge payable upon exchange or registration of transfer pursuant to Sections 2.06, 3.03(b) and
9.04). 
 (c) Transfer and Exchange of Global Securities. A Global Security may not be transferred except as a whole by the
Depositary for a series of the Securities to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or to another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for a series
of the Securities or a nominee of such successor Depositary. If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary
for such series shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, the provisions of Section 2.11 shall no longer be applicable to the Securities of such series. In addition, the Company may at any time determine that the Securities of any series shall no longer
be represented by a Global Security and that the provisions of Section 2.11 shall no longer apply to the Securities of such series. In either such event the Company will execute the Definitive Securities of such series, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series and subject to this Section 2.05 the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by
the Company, if applicable, an Authentication Order, an Officer’s Certificate and an Opinion of Counsel, will authenticate and deliver such Definitive Securities in exchange for such Global Security. Upon the exchange of the Global Security of
such series for such Definitive Securities of such series, the Global Security shall be canceled by the Trustee. Such Definitive Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to
instructions from its Participants or Indirect Participants or otherwise, shall in writing instruct the Trustee. The Trustee shall deliver such Securities pursuant to the Depositary’s written instructions for delivery to the Persons in whose
names such Securities are so registered. 
 Except as provided in Sections 2.06 and 2.07, a Global Security may not be exchanged for another
Security other than as provided in this Section 2.05(c); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.05(d) or (e). The provisions of this Section 2.05(c) are subject to
Section 2.11. 

  
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 (d) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer
and exchange of beneficial interests in the Global Securities of a series shall be effected through the Depositary, in accordance with the provisions of this Indenture, any Board Resolution specifying the terms of such Securities and any one or more
indentures supplemental hereto, and the Applicable Procedures. Beneficial interests in the Restricted Global Securities of a series shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

 (1) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global
Security of a series may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Private Placement Legend.
Beneficial interests in any Unrestricted Global Security of a series may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security of such series. Subject to Section 2.05(e)(4),
no written orders or instructions shall be required to be delivered to the Security Registrar to effect the transfers described in this Section 2.05(d)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.05(d)(1) above, the transferor of such beneficial interest must deliver to the Security Registrar, as applicable, either: 

(A)(1) an order from a Participant or an Indirect Participant given to the Depositary in accordance with the relevant
Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security of such series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the relevant Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 

(B)(1) an order from a Participant or an Indirect Participant given to the Depositary in accordance with the relevant
Applicable Procedures directing the Depositary to cause to be issued a Definitive Security of such series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Security
Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (B)(1) above; 

provided that in no event shall Definitive Securities of a series be issued upon the transfer or exchange of beneficial interests in the Regulation S
Temporary Global Security of such series prior to (y) the expiration of the relevant Distribution Compliance Period and (z) the receipt by the Security Registrar of any certificates identified by the Company or its counsel to be required
pursuant to Rule 903 and Rule 904 under the Securities Act. Upon satisfaction of all the requirements for transfer and exchange of beneficial interests in Global Securities of a series contained in this Indenture, any Board Resolution specifying the
terms of such Securities, or one or more indentures supplemental hereto and the Securities of such series or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security or Securities
of such series pursuant to Section 2.05(h). 
 (3) Transfer of Beneficial Interests to Another Restricted Global
Security. A beneficial interest in any Restricted Global Security of a series may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security of the same series if the transfer
complies with the requirements of Section 2.05(d)(2) and the Security Registrar receives a completed certificate in the form of Exhibit A. 

  
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 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global
Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any Restricted Global Security of any series may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Security of
such series or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security of such series if the exchange or transfer complies with the requirements of Section 2.05(d)(2) above and
the Security Registrar receives a completed certificate from such Holder in the form of Exhibit A or Exhibit B, as applicable, and an opinion of counsel in form, and from legal counsel, reasonably acceptable to the Security Registrar and the Company
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act. 
 If any such transfer is effected at a time when an Unrestricted Global Security of such series has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04, the Trustee shall authenticate one or more Unrestricted Global Securities of such series in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests so transferred. Beneficial interests in an Unrestricted Global Security of a series cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest
in a Restricted Global Security of such series. 
 (e) Transfer or Exchange of Beneficial Interests for Definitive Securities. 

(1) Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities. If any Holder of a
beneficial interest in a Restricted Global Security of a series proposes to exchange such beneficial interest for a Restricted Definitive Security of such series or to transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Restricted Definitive Security of such series, then, upon receipt by the Security Registrar of a completed certificate from such Holder in the form of Exhibit A or Exhibit B, as applicable, and certificates and opinions of counsel, if
applicable, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Security of such series to be reduced accordingly pursuant to Section 2.05(h), and the Company shall execute a Restricted Definitive Security
of such series in the appropriate principal amount and, upon receipt of an Authentication Order pursuant to Section 2.04, the Trustee shall authenticate and deliver to the Person designated in the instructions such Restricted Definitive
Security. Any Restricted Definitive Security of such series issued in exchange for a beneficial interest in a Restricted Global Security of such series pursuant to this Section 2.05(e) shall be registered in such name or names and in such
authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Security Registrar through instructions from the Depositary for such series and the Participant or Indirect Participant. The Trustee shall deliver
such Restricted Definitive Securities of such series to the Persons in whose names such Securities are so registered. Any Restricted Definitive Security of such series issued in exchange for a beneficial interest in a Restricted Global Security of
such series pursuant to this Section 2.05(e)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(2) Beneficial Interests in Restricted Global Securities to Unrestricted Definitive Securities. A Holder of a beneficial
interest in a Restricted Global Security of a series may exchange such beneficial interest for an Unrestricted Definitive Security of 

  
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such series or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security of such series only if the Security Registrar
receives a completed certificate from such Holder in the form of Exhibit A or Exhibit B, as applicable, and an opinion of counsel in form, and from legal counsel, reasonably acceptable to the Security Registrar and the Company to the effect that
such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(3) Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive Securities. If any Holder of a
beneficial interest in an Unrestricted Global Security of a series proposes to exchange such beneficial interest for an Unrestricted Definitive Security of such series or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of an Unrestricted Definitive Security of such series, then, upon satisfaction of the conditions set forth in Section 2.05(d)(2), the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global Security of
such series to be reduced accordingly pursuant to Section 2.05(h), and the Company shall execute an Unrestricted Definitive Security of such series in the appropriate principal amount and, upon receipt of an Authentication Order in accordance
with Section 2.04, the Trustee shall authenticate and deliver to the Person designated in the instructions such Unrestricted Definitive Security. Any Unrestricted Definitive Security issued in exchange for a beneficial interest pursuant to this
Section 2.05(e)(3) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Security Registrar through instructions from the Depositary for such
series and the Participant or Indirect Participant. The Trustee shall deliver such Unrestricted Definitive Securities to the Persons in whose names such Securities are so registered. Any Unrestricted Definitive Security issued in exchange for a
beneficial interest pursuant to this Section 2.05(e)(3) shall not bear the Private Placement Legend. 
 (4) Transfer
or Exchange of Regulation S Temporary Global Securities. Notwithstanding the other provisions of this Section 2.05, a beneficial interest in the Regulation S Temporary Global Security of a series may not be (A) exchanged for a
Definitive Security of such series prior to (y) the expiration of the Distribution Compliance Period with respect to such series (unless such exchange is effected by the Company, does not require an investment decision on the part of the Holder
thereof and does not violate the provisions of Regulation S) and (z) the receipt by the Security Registrar of any certificates identified by the Company or its counsel to be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or
(B) transferred to a U.S. person (as such term is defined in Regulation S) or for the account or benefit of a U.S. person (other than an initial purchaser of such Regulation S Temporary Global Security) or a Person who takes delivery thereof in
the form of a Definitive Security of such series prior to the events set forth in clause (A) above or unless the transfer is pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or 904. 

(f) Transfer and Exchange of Definitive Securities for Beneficial Interests. 

(1) Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a
Restricted Definitive Security of a series proposes to exchange such Security for a beneficial interest in a Restricted Global Security of such 

  
 19 








 
series or to transfer such Restricted Definitive Securities of such series to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security of such
series, then, upon receipt by the Trustee of the following documentation: 
 (A) if the Holder of such Restricted Definitive
Security of such series proposes to exchange such Security for a beneficial interest in a Restricted Global Security of such series, a completed certificate from such Holder in the form of Exhibit B; or 

(B) if such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act
or to a non-U.S. person in an offshore transaction in accordance with Rule 903 or 904 under the Securities Act, a completed certificate to that effect set forth in Exhibit A, 

the Trustee shall cancel the Restricted Definitive Security of such series, increase or cause to be increased the aggregate principal amount of, in the case
of clause (A) above, the appropriate Restricted Global Security of such series and, in the case of clause (B) above, the 144A Global Security of such series or the Regulation S Global Security of such series as applicable. 

(2) Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Restricted
Definitive Security of a series may exchange such Security for a beneficial interest in an Unrestricted Global Security of such series or transfer such Restricted Definitive Security of such series to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Security of such series only if the Security Registrar receives a completed certificate from such Holder in the form of Exhibit A or Exhibit B, as applicable, and an opinion of counsel in form, and
from legal counsel, reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(2), the Trustee shall cancel the Restricted Definitive
Securities of such series so transferred or exchanged and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security of such series. 

(3) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an
Unrestricted Definitive Security of a series may exchange such Security for a beneficial interest in an Unrestricted Global Security of such series or transfer such Definitive Securities of such series to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Security of such series at any time. Upon receipt of a written request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or
cause or be increased the aggregate principal amount of one of the Unrestricted Global Securities of such series. If any such exchange or transfer from a Definitive Security of a series to a beneficial interest is effected pursuant to subparagraphs
(2) or (3) of this Section 2.05(f) at a time when an Unrestricted Global Security of such series has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04, the
Trustee shall authenticate one or more Unrestricted Global Securities of such series in an aggregate principal amount equal to the principal amount of Definitive Securities of such series so transferred. 

  
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 (g) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon written
request by a Holder of Definitive Securities of a series and such Holder’s compliance with the provisions of this Section 2.05(g), the Trustee shall register the transfer or exchange of Definitive Securities of such series pursuant to the
provisions of Section 2.05(a). In addition to the requirements set forth in Section 2.05(a), the requesting Holder shall provide any additional certifications, documents, and information, as applicable, required pursuant to the following
provisions of this Section 2.05(g). 
 (1) Restricted Definitive Securities to Restricted Definitive Securities.
Any Restricted Definitive Security of a series may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security of such series if the Trustee receives a completed certificate in
the form of Exhibit A, including the certifications, certificates and opinions of counsel required by item (3) thereof, if applicable. 

(2) Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security of a
series may be exchanged by the Holder thereof for an Unrestricted Definitive Security of such series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security of such series if the Security
Registrar receives a completed certificate from such Holder in the form of Exhibit A or Exhibit B, as applicable and an opinion of counsel in form, and from legal counsel, reasonably acceptable to the Trustee and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(3) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder of Unrestricted Definitive
Securities of a series may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security of such series in accordance with subsection 2.05(a). Upon receipt of a request to register such a
transfer, the Security Registrar shall register the Unrestricted Definitive Securities of such series pursuant to the instructions from the Holder thereof. 

(h) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security of a
series have been exchanged for Definitive Securities of such series or a particular Global Security of a series has been redeemed, repurchased or cancelled in whole and not in part, each such Global Security of such series shall be returned to or
retained and cancelled by the Trustee in accordance with Section 2.08. At any time prior to such cancellation, if any beneficial interest in a Global Security of such series is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Security of such series or for Definitive Securities of such series, the principal amount of Securities of such series represented by such Global Security shall be reduced accordingly
and an endorsement may be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Security of such series, such other Global Security shall be increased accordingly and an endorsement may be made on such Global Security by the Trustee or by the Depositary at
the direction of the Trustee to reflect such increase. 
 (i) No Exchange or Transfer. The Company shall not be required (i) to
issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing (or otherwise delivery in accordance with the procedures of DTC) of a notice of redemption of less
than all the Outstanding Securities of the same series and ending at the close 

  
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of business on the day of such mailing or other delivery, (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, nor
(iii) to register the transfer of or exchange a Security of any series between the applicable record date pursuant to Section 2.01(a)(5) and the next succeeding Interest Payment Date. 

 

	Section 2.06.	Temporary Securities. 

 Pending the preparation of definitive Securities of any series,
the Company may execute temporary Securities (printed, lithographed or typewritten) of any authorized denomination and the Trustee shall authenticate and deliver such Securities. Such temporary Securities shall be substantially in the form of the
definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will
furnish definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor without charge to the Holders, at the office or agency of the Company maintained pursuant to
Section 4.02 for the purpose of exchanges of Securities of such series, and the Trustee shall authenticate and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further notice from the Company. Until so exchanged, temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered hereunder. 
  

	Section 2.07.	Mutilated, Destroyed, Lost or Stolen Securities. 

 In case any temporary or definitive
Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute a new Security of the same series, bearing a number not contemporaneously outstanding in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen and upon the Company’s written request the Trustee (subject to the next succeeding sentence) shall authenticate and deliver, such
Security. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security
and deliver the same upon the written request or authorization of any Officer. Upon the issuance of any substituted Security, 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. In case any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company, instead
of issuing a substitute Security, may pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. 

Every replacement Security issued pursuant to the provisions of this Section 2.07 shall constitute an additional contractual obligation
of the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of 

  
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this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 
  

	Section 2.08.	Cancellation. 

 All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, if surrendered to the Company or any paying agent, shall be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of this Indenture. On written request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. If the
Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for
cancellation. 
  

	Section 2.09.	Benefits of Indenture. 

 Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, other than the parties hereto and the Holders of the Securities, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the Holders of the Securities. 
  

	Section 2.10.	Authenticating Agent. 

 So long as any of the Securities of any series remain
Outstanding, there may be an Authenticating Agent for any or all such series of Securities which the Company shall have the right to appoint. The Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of
such series, including Securities issued upon exchange, registration of transfer or partial redemption thereof, 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. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be a
corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is
otherwise authorized under such laws to conduct such business and is subject to supervision or examination by Federal or State authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it
shall resign immediately. Any Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and to the Company. The Trustee at any time may, and upon request by the Company shall, terminate the agency of any
Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Company may appoint an eligible successor
Authenticating Agent. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent
pursuant hereto. 

  
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	Section 2.11.	Global Securities. 

 (a) General. If the Company shall establish pursuant to
Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute one or more Global Securities that (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee and (iii) shall be delivered to the Trustee as custodian for the Depositary or otherwise
delivered pursuant to the Depositary’s instructions and the Trustee in accordance with Section 2.04 shall authenticate such Global Security or Global Securities. 

(b) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions” and “Customer Handbook” of Clearstream, respectively, in effect at the relevant time shall be applicable to transfers of
beneficial interests in the Regulation S Global Securities of such series that are held by Participants through Euroclear or Clearstream. 
  

	Section 2.12.	CUSIP Numbers. 

 The Company in issuing the Securities of a series may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Securityholders; provided that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other 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 in writing of any change in the “CUSIP” numbers. 
  

	Section 2.13.	Securities Denominated in Foreign Currencies. 

 Except as otherwise specified pursuant to
Section 2.01 for Securities of any series, payment of the principal of, premium, if any, and interest on, Securities of such series denominated in any Foreign Currency will be made in such Foreign Currency by one or more paying agents appointed
by the Company (each, a “Foreign Paying Agent”). 
 In the event any Foreign Currency or Currencies in which any payment
with respect to any series of Securities may be made ceases to be a freely convertible Currency on United States Currency markets, for any date thereafter on which payment of principal of, premium, if any, or interest on the Securities of a series
is due, the Company shall select the Currency of payment for use on such date, all as provided in the Securities of such series, in a Board Resolution or in one or more indentures supplemental hereto. In such event, the Company shall notify the
Foreign Paying Agent of the Currency which it has selected to constitute the funds necessary to meet the Company’s Obligations on such payment date and of the amount of such Currency to be paid. Such amount shall be determined as provided in
the Securities of such series, in a Board Resolution or in one or more indentures supplemental hereto. The payment with respect to such payment date shall be deposited with the Foreign Paying Agent by the Company solely in the Currency so selected.

  

	Section 2.14.	Wire Transfers. 

 Notwithstanding any other provision to the contrary in this Indenture,
the Company shall make any payment required to be deposited with the Trustee on account of principal of, premium, if any, or interest on, the Securities by any method of wire transfer to an account designated in writing by the Trustee such that
funds are available at 10:00 a.m., New York City time, on the date such payment is to be made to the Holders of the Securities in accordance with the terms hereof. 

  
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	Section 2.15.	Designated Currency. 

 The Company may provide pursuant to Section 2.01 for
Securities of any series that: 
 (a) the obligation, if any, of the Company to pay the principal of, premium, if any, and interest on the
Securities of any series in a Foreign Currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 2.01(a)(12) is of the essence and agree that, to the fullest extent possible under applicable law,
judgments in respect of Securities of such series shall be given in the Designated Currency; 
 (b) the obligation of the Company to make
payments in the Designated Currency of the principal of, premium, if any, and interest on such Securities shall be discharged, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), only to the extent of the
amount in the Designated Currency that the Securityholder receiving such payment, in accordance with normal banking procedures, may purchase with the amount paid in such other Currency after any premium and cost of exchange on the business day in
the country of issue of the Designated Currency or in the international banking community immediately following the day on which such Securityholder receives such payment; 

(c) if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally due, the Company
shall pay such additional amounts as may be necessary to compensate for such shortfall; and 
 (d) any obligation of the Company not
discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 

ARTICLE III. 
 REDEMPTION OF
SECURITIES AND SINKING FUND PROVISIONS 
  

	Section 3.01.	Redemption. 

 The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series pursuant to Section 2.01. 
  

	Section 3.02.	Notice of Redemption; Partial Redemption. 

 (a) If the Company desires to exercise such
right to redeem all or, as the case may be, a portion of the Securities of any series, the Company shall, or shall instruct the Trustee in writing to, give notice prepared by the Company of such redemption to Holders of the Securities of such series
to be redeemed by mailing (or delivered by electronic transmission in accordance with the applicable procedures of DTC), first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed
for redemption of that series to such Holders at their last addresses as they shall appear upon the Security Register (unless a shorter period is specified in the Securities to be redeemed) or otherwise in accordance with the applicable procedures
of DTC, except that notices of redemption may be mailed or sent more than 60 days before the date fixed for redemption if the notice is issued in connection with Article XI. Any notice that is mailed (or otherwise delivered) in the


  
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manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. In any case, failure duly to give such notice to the
Holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. 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 Officer’s Certificate
evidencing compliance with any such restriction. 
 (b) Each such notice of redemption shall identify the Securities to be redeemed
(including CUSIP and ISIN numbers, if applicable), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that: (i) payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company maintained for such purpose or at the office of the paying agent (and such notice shall state the name and address of the paying agent), upon presentation and surrender of
such Securities; (ii) interest accrued to the date fixed for redemption will be paid as specified in said notice; (iii) from and after said date interest will cease to accrue, unless the Company defaults in the payment of the redemption
price and accrued interest with respect to any Security or portion thereof to be redeemed; (iv) the redemption is for a sinking fund, if such is the case; and (v) no representation is made as to the correctness or accuracy of the CUSIP or
ISIN numbers, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to the Holders of Securities of that series to be redeemed in whole or in part shall specify the
particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. 

(c) The Company shall give the Trustee at least 45 days’ written notice (unless a shorter period shall be satisfactory to the Trustee) in
advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed. If less than all the Securities are to be redeemed, the Securities will be selected from those of such series Outstanding not
previously called for redemption, and will be selected on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided, however, that Global Securities will be selected in
accordance with the applicable procedures of the Depositary. 
 (d) The Company, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by any of its Officers, may instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this
Section 3.02, such notice to be in the name of the Company. 
  

	Section 3.03.	Payment Upon Redemption. 

 (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, in each case as established pursuant to Section 2.01. Interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the
Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of
payment specified in the notice, such Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the


  
 26 








 
date fixed for redemption is an Interest Payment Date, the interest installment payable on such date shall be payable to the registered Holder at the close of business on the applicable record
date pursuant to Section 2.01). 
 (b) Upon presentation of any Security of such series that is to be redeemed in part only, the
Company shall execute a new Security of the same series and tenor of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented and the Trustee shall authenticate, and the office or agency where the
Security is presented shall deliver to the Holder thereof, at the expense of the Company, such Security; except that if a Global Security is so surrendered, the Company shall execute a new Global Security of like tenor in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Global Security so surrendered and, upon receipt of an Authentication Order requesting authentication and delivery, the Trustee shall authenticate and deliver to the Depositary for such
Global Security, without service charge, such Global Security. 
  

	Section 3.04.	Sinking Fund. 

 The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.01 for Securities of such series. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of
such series. 
  

	Section 3.05.	Satisfaction of Sinking Fund Payments with Securities. 

 The Company (i) may deliver
Outstanding Securities of a series (other than any Securities previously called for redemption) and (ii) may apply as a credit Securities of a series that have been 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 the Securities of such series
required to be made pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in
such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
  

	Section 3.06.	Redemption of Securities for Sinking Fund. 

 Not less than 30 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by payment of cash in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 2.01), the portion thereof, if any, that is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 3.05 and the basis for such credit. Together with such Officer’s Certificate, the Company will deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 

  
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and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03. 
 ARTICLE IV. 

CERTAIN COVENANTS 
 The following
covenants shall apply to the Securities, except with respect to any series of Securities for which the supplemental indenture or resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such
series expressly provides that any such covenant shall not apply to such series of Securities: 
  

	Section 4.01.	Payment of Principal, Premium and Interest. 

 The Company will pay or cause to be paid
the principal of, premium, if any, and interest on the Securities of a series at the time and place and in the manner provided herein and established with respect to such Securities. Principal of, premium, if any and interest shall be considered
paid on the date due if the paying agent, if other than one of the Company or a Subsidiary, holds as of 10:00 a.m., New York City time, on the date due, money deposited by the Company in immediately available funds and designated for and sufficient
to pay the principal of, or premium, if any, and interest then due. 
  

	Section 4.02.	Maintenance of Office or Agency. 

 So long as any series of the Securities remain
Outstanding, the Company will maintain for such series an office or agency where Securities of such series may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be given or served. Such designation will continue with respect to each office or agency until the Company, by written notice signed
by any Officer and delivered to the Trustee, shall designate some other office or agency for such purposes or any of them. 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 hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices
and demands. Unless otherwise specified in accordance with Section 2.01 with respect to a series of Securities, the Company initially designates the Corporate Trust Office of the Trustee as the office to be maintained by it for each such
purpose. 
  

	Section 4.03.	Paying Agents; Security Registrar 

 (a) The Company may appoint one or more paying
agents, other than the Trustee, for all or any series of the Securities. If the Company fails to appoint or maintain another entity as paying agent, the Trustee shall act as such. The Company, any Guarantor or any of their Subsidiaries may act as
paying agent. The Company hereby appoints the Trustee as the initial paying agent and the initial Security Registrar. 
 (b) The Company
shall require each paying agent other than the Trustee to agree in writing that the paying agent will hold in trust for the benefit of Securityholders or the Trustee all funds held by the paying agent for the payment of principal, premium, if any,
or interest on the Securities, and will promptly notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a paying agent to pay all funds held by it to the


  
 28 








 
Trustee. The Company at any time may require a paying agent to pay all funds held by it to the Trustee. Upon payment over to the Trustee, the paying agent (if other than the Company, a Guarantor
or any of their Subsidiaries) shall have no further liability for the funds. If the Company, any Guarantor or any of their Subsidiaries acts as paying agent, it shall segregate and hold in a separate trust fund for the benefit of the Securityholders
all funds held by it as paying agent. 
 (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold funds
in trust as provided in this Section 4.03 is subject to the provisions of Section 11.06, and (ii) the Company at any time, for the purpose of obtaining the satisfaction and discharge or defeasance of this Indenture or for any other
purpose, may pay, or direct any paying agent to pay, to the Trustee all funds held in trust by the Company or such paying agent, such funds to be held by the Trustee upon the same terms and conditions as those upon which such funds were held by the
Company or such paying agent. Upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such funds. 
  


	Section 4.04.	Statement by Officers as to Default. 

 So long as any of the Securities remain
outstanding, the Company will furnish to the Trustee within 120 days after the end of each fiscal year a brief certificate (which need not comply with Section 13.05) executed by the principal executive, financial or accounting officer of the
Company or any member of the Board of Directors of the Company indicating whether the signers of such certificate know of any Default under this Indenture that occurred during the previous year. Such certificate need not include a reference to any
Default that has been fully cured prior to the date as of which such certificate speaks. 
 The Company shall provide written notice to the
Trustee within 30 days of the occurrence of any event, act or condition that would constitute a Default, describing the status of such Event of Default and describing what action the Company is taking or proposing to take with respect thereto. 

 

	Section 4.05.	Appointment to Fill Vacancy in Office of Trustee. 

 The Company, whenever necessary to
avoid or to fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall be at all times a Trustee hereunder. 

 

	Section 4.06.	Waiver of Certain Covenants. 

 Except as otherwise specified as contemplated by
Section 2.01 in respect of the Securities of such series and a continuing Event of Default in the payment of interest or premium on, or principal of the Securities of such series, the Company may, with respect to Securities of any series, omit
in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to this Article IV and any additional covenants added pursuant to Section 2.01 or Article IX for the benefit of the Holders
of such series, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall by written notice to the Company and the Trustee, 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. 

  
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 ARTICLE V. 

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 

 

	Section 5.01.	Company to Furnish Trustee Names and Addresses of Securityholders. 

 The Company will
furnish or cause to be furnished to the Trustee (a) semi-annually at least seven Business Days before each Interest Payment Date for a series of Securities (and in all events at intervals of not more than six months) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of each series of Securities as of such date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may require in writing within 30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar. 

 

	Section 5.02.	Preservation of Information; Communications with Securityholders. 

 (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and
addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity). 
 (b)
Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities. 

 

	Section 5.03.	Reports by the Company. 

 (a) Notwithstanding that the Company may not be subject to the
reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company will file with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Company (or if the Company
is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) and make available to the Trustee
and noteholders within 15 days thereafter, such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such sections; provided,
however, that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Company will make available such information to the Trustee and noteholders within 15 days
after the time the Company would be required to file such information with the Commission if it were subject to Sections 13 or 15(d) of the Exchange Act. 

(b) 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 under this Indenture or the Securities (as to
which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished such reports referred to in this section to the Trustee and the noteholders if the Company has filed such reports with
the Commission via the EDGAR filing system (or any successor electronic delivery procedure) and such reports are publicly available. 

  
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	Section 5.04.	Reports by the Trustee. 

 (a) Any Trustee’s report required under
Section 313(a) of the Trust Indenture Act shall be transmitted on or before April 15 in each year following the date hereof (commencing in 2017), so long as any Securities are outstanding hereunder, and shall be dated as of a date
convenient to the Trustee no more than 60 nor less than 45 days prior thereto. 
 (b) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company, with any stock exchange upon which any Securities are listed and with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any stock
exchange or delisted therefrom. 
 ARTICLE VI. 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON 

EVENT OF DEFAULT 
  

	Section 6.01.	Events of Default. 

 (a) Whenever used herein with respect to Securities of a particular
series, “Event of Default” means any one or more of the following events that has occurred and is continuing, except with respect to any series of Securities for which the supplemental indenture or resolution of the Board of
Directors under which such series of Securities is issued or in the form of Security for such series expressly provides that any such Event of Default shall not apply to such series of Securities: 

(1) a default in any payment of interest on any of the Securities of such series as and when the same shall become due, which
continues for 30 days; or 
 (2) a default in the payment of principal of or premium, if any, on any of the Securities of
such series when due at its stated maturity date, upon redemption, upon required purchase, upon declaration of acceleration or otherwise; or 

(3) a default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of
the Securities of such series; or 
 (4) a failure by the Company or any Guarantor to comply with its obligations under
Article X; 
 (5) a failure by the Company to comply for 120 days after notice with any of its obligations in the covenant
described above under Section 5.03; or 
 (6) a failure by the Company or any Guarantor to comply for 60 days after
notice with its other agreements contained in this Indenture; or 
 (7) Debt of the Company, any Guarantor or any Significant
Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the Holders thereof because of a default and the total amount of such Debt unpaid or accelerated exceeds $50,000,000 million; or 

(8) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company, any
Guarantor or any Significant Subsidiary in an 

  
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involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Company, any Guarantor or such Significant Subsidiary or for any substantial part of its property or ordering the winding up or liquidation of its affairs (or any similar relief is granted under any foreign laws); or

 (9) the Company, any Guarantor or any Significant Subsidiary shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the Company, any Guarantor or such Significant Subsidiary or for any substantial part of its property, or make any general assignment for the benefit of creditors (or takes any
comparable action under any foreign laws relating to bankruptcy or insolvency); or 
 (10) any final judgment or decree for
the payment of money (other than judgments which are covered by enforceable insurance policies issued by solvent carriers) in excess of $50,000,000 is entered against the Company, any Guarantor or any Significant Subsidiary, remains outstanding for
a period of 60 consecutive days following such judgment becoming final and is not discharged, waived or stayed within 30 days after notice; or 

(11) any Guarantee ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared
null and void in a judicial proceeding or any Guarantor denies or disaffirms its obligations under this Indenture or its Guarantee; and 

(12) any other Event of Default provided in the supplemental indenture or resolution of the Board of Directors under which such
series of Securities is issued or in the form of Security for such series. 
 However, a default under Section 6.01(a)(5), Section 6.01(a)(6) and
Section 6.01(a)(10) will not constitute an Event of Default until the Trustee or Holders of at least 25% in principal amount of the Outstanding Securities notify the Company (with a copy to the Trustee if given by the holders) of the default
and the Company does not cure such default within the time specified after receipt of such notice. In the event of any Event of Default specified under Section 6.01(a)(7), such Event of Default and all consequences thereof (excluding any
resulting payment default, other than as a result of acceleration of Securities) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders, if within 30 days after such Event of Default arose:
(a) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (b) the default that is the basis for such Event of Default has been cured. 

(b) The foregoing will constitute an Event of Default whatever the reason for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

(c) Notwithstanding anything to the contrary contained in this Indenture or in the Securities of that series or established with respect to
that series pursuant to Section 2.01, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount 

  
 32 








 
of the Outstanding Securities of that series may by written notice to the Company (and to the Trustee if notice is given by the Holders) declare the principal of and premium, if any, and accrued
and unpaid interest on, all Securities of that series to be due and payable. Upon this declaration, principal and premium, if any, and interest will be immediately due and payable. If an Event of Default described in Section 6.01(a)(8) or
Section 601(a)(9) occurs and is continuing, the principal of and premium, if any, and accrued and unpaid interest on all Securities of that series shall become immediately due and payable without any declaration or other act on the part of the
Trustee or any Holders of the Securities. 
 (d) At any time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of the amount due shall have been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has or has caused to be paid or deposited with the Trustee an amount sufficient to pay all matured
installments of interest upon all the Securities of that series and the principal of and premium, if any, on any and all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate expressed in the Securities of that series to the date of such payment or deposit), and (ii) any and
all Events of Default under this Indenture with respect to such series, other than the nonpayment of principal on Securities of that series that shall not have become due by their terms, shall have been remedied or waived as provided in
Section 6.06. 
 No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent
thereon. 
 (e) In case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture
and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken. 

(f) The Trustee shall give to the Securityholders of any series, as the names and addresses of such Holders appear on the Security Register,
notice by mail (or delivery by electronic transmission in accordance with the applicable procedures of DTC) of all defaults known to the Trustee that have occurred and are continuing with respect to such series, such notice to be transmitted within
90 days after it is known to the Trustee; provided that, except in the case of default in the payment of the principal of, premium, if any, or interest on any of the Securities of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee may withhold such notice if in good faith a Responsible Officer determines that the withholding of such notice is in the interests of the Securityholders of such series. 

 

	Section 6.02.	Collection of Indebtedness and Suits for Enforcement by Trustee. 

 (a) The Company
covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the
same shall have become due and payable, and such default shall have continued for a period of 30 days, or (ii) in case it shall default in the payment of the principal of, or premium, if any, on any of the Securities of a series when the same
shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee,


  
 33 








 
for the benefit of the Holders of the Securities of that series, the whole amount that then shall have been become due and payable on all such Securities for principal, premium, if any, or
interest, or both, with interest upon the overdue principal, premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate expressed in the Securities of that
series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06. 

(b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the amounts so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any Guarantor and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company or such Guarantor, wherever situated. 

(c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company or any Guarantor or its respective creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and, except as otherwise
provided by law, shall be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities of such series allowed for the entire amount
due and payable by the Company under this Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any funds or other property
payable or deliverable on any such claim, and to distribute the same in accordance with Section 6.03. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders of Securities of such series to
make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. 

(d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of
that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto. Any such suit or 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 payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the Holders of the Securities of such series. 

In case of an Event of Default, the Trustee in its discretion may proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

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

  
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	Section 6.03.	Application of Funds Collected. 

 Any funds collected by the Trustee pursuant to this
Article VI with respect to a particular series of Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such funds on account of principal, premium, if any, or interest,
upon presentation of the Securities of that series, and notation thereon the payment, if only partially paid, and upon surrender thereof if fully paid: 

FIRST: To the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06; 

SECOND: To the payment of the amounts then due and unpaid upon Securities of such series for principal, premium, if any, and interest, in
respect of which or for the benefit of which such funds have been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and interest, respectively;
and 
 THIRD: To the Company or as a court of competent jurisdiction may direct in a final, non-appealable judgment. 

 

	Section 6.04.	Limitation on Suits. 

 If an Event of Default occurs and is continuing with respect to
any series of Securities, the Trustee, in conformity with its duties under this Indenture, shall exercise all rights or powers under this Indenture at the request or direction of any of the Holders of such Securities, provided, that such Holders
have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of Securities of such
Series may pursue any remedy with respect to this Indenture or such Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of such series have requested the Trustee in writing to pursue the remedy; (iii) the requesting Holders of Securities of such Series have offered the Trustee security or indemnity satisfactory to
the Trustee against any loss, liability or expense; (iv) the Trustee has not complied with such Holder’s request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) the Holders of a majority
in principal amount of the Outstanding Securities of such series have not given the Trustee a written direction inconsistent with the request within the 60-day period. 

Notwithstanding anything contained herein to the contrary, any other provisions of this Indenture, the right of any Holder of any Security to
receive payment of the principal of, and premium, if any, and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such Holder. By accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and Holder of every Security of such series with every other such taker and Holder and the Trustee, that no one or more Holders of Securities of such series shall have any right in any manner whatsoever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under
this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of such series. For the protection and enforcement of the provisions of this Section 6.04, each Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in equity. 

  
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	Section 6.05.	Rights and Remedies Cumulative; Delay or Omission not Waiver. 

 (a) Except as otherwise
provided in Section 2.07, all powers and remedies given by this Article VI to the Trustee or to the Securityholders, to the extent permitted by law, shall be deemed cumulative and not exclusive of any other powers and remedies available to the
Trustee or the Holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities. 

(b) No delay or omission of the Trustee or of any Holder of any of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing shall impair any such right or power, or shall be construed to be a waiver of any such default or on acquiescence therein. Subject to the provisions of Section 6.04, every power and remedy given by this Article
VI or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. 
  

	Section 6.06.	Control by Securityholders. 

 The Holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding, determined in accordance with Section 8.04, 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 such series. The Trustee may, however, refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other
Holder of Securities (it being understood that the Trustee does not have any affirmative duty to ascertain whether or not any such directions are unduly prejudicial to any other Holder of Securities) or that would involve the Trustee in personal
liability. 
 The Holders of not less than a majority in aggregate principal amount of the Securities of any series at the time Outstanding
affected thereby, determined in accordance with Section 8.04, on behalf of the Holders of all of the Securities of such series may waive any past Default in the performance of any of the covenants contained herein or established pursuant to
Section 2.01 with respect to such series and its consequences, except a Default (1) in the payment of the principal of, premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the
terms of such Securities otherwise than by acceleration and (2) in respect of a covenant or provision of this Indenture that cannot be modified or amended without the consent of the Holder of each Security of such series. Upon any such waiver,
the Default covered thereby shall be deemed to be cured for every purpose of this Indenture and the Company, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

	Section 6.07.	Undertaking to Pay Costs. 

 All parties to this Indenture agree, and each Holder of any
Securities by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.07 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group 

  
 36 








 
of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of, premium, if any, or interest on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture. 

 

	Section 6.08.	Waiver of Usury, Stay or Extension of Laws. 

 Each of the Company and the 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 the Company and each Guarantor (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, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE VII. 
 CONCERNING THE
TRUSTEE 
  

	Section 7.01.	Certain Duties and Responsibilities of Trustee. 

 (a) Prior to the occurrence of an Event
of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: 

(1) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on the
part of the Trustee, the Trustee with respect to the Securities of such series may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical computations or other facts stated therein). 

(b) In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs. 

  
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 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this
subsection shall not be construed to limit the effect of subsection (a) of this Section 7.01; 
 (2) the Trustee
shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series or in connection with the direction of Holders of at least 25% in aggregate principal amount of the Outstanding Securities as
per Section 6.01(c) herein; and 
 (4) none of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it. 

(d) 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 7.01. 
  

	Section 7.02.	Certain Rights of Trustee. 

 Except as otherwise provided in Section 7.01: 

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper
party or parties. 
 (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board
Resolution or an instrument signed in the name of the Company by an Officer (unless other evidence in respect thereof is specifically prescribed herein). 

(c) The Trustee may consult with counsel of its own selection and the advice of such counsel or any opinion of counsel shall be full and
complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon. 

(d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred
therein or thereby. 

  
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 (e) The Trustee shall not be liable for any action taken or omitted to be taken by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 
 (f) The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other papers or documents, but
the Trustee, in its discretion, may make such further inquiry into such matters as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of
the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

(g) The Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee. 

(h) 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. 

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including 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. 

(j) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 (k) 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 such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action. 
 (l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes, fires; floods, wars; civil or military disturbances; sabotage; epidemics; riots;
interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use its
best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances). 

  
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	Section 7.03.	Trustee not Responsible for Recitals or Issuance of Securities. 

 (a) The recitals
contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. 

(b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. 

(c) The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any funds paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or application of any funds received by any paying agent
other than the Trustee. 
  

	Section 7.04.	May Hold Securities. 

 The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent or Security Registrar. However, the Trustee is subject to Sections 7.09 and 7.13. 

 

	Section 7.05.	Funds Held in Trust. 

 Subject to the provisions of Section 11.06, all funds
received by the Trustee, until used or applied as herein provided, shall be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any funds received by it hereunder except such as it may agree with the Company to pay thereon. 
  

	Section 7.06.	Compensation and Reimbursement. 

 (a) The Company shall pay to the Trustee, and the
Trustee shall be entitled to be paid, such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company and the Trustee from time to time may agree in writing, for
all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. Except as otherwise expressly provided herein, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense or disbursement as shall be determined to have been caused by its own negligence or bad faith. The Company and each Guarantor, jointly and severally, shall indemnify the
Trustee (and its officers, agents, directors and employees) for, and shall hold it harmless against, any and all loss, liability, claim, damage or expense, including taxes (other than taxes based upon, measured by or determined by the income of the
Trustee) incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability
(whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.06. 

(b) The obligations of the Company and the Guarantors under this Section 7.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses and 

  
 40 








 
disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. 

(c) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(a)(8) or (9) occurs, the
expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. 

 

	Section 7.07.	Reliance on Officer’s Certificate. 

 Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically prescribed), in the absence of negligence or bad faith on the part of the Trustee, may be deemed to be conclusively proved and established by an Officer’s Certificate
delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this
Indenture upon the faith thereof. 
  

	Section 7.08.	Disqualification; Conflicting Interests. 

 If the Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 

 

	Section 7.09.	Corporate Trustee Required; Eligibility. 

 There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States or any State or Territory thereof or of the District of Columbia, or a corporation or other Person
permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by Federal, State, Territorial,
or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.09 the
combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Affiliate of the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. 

 

	Section 7.10.	Resignation and Removal; Appointment of Successor. 

 (a) The Trustee or any successor
hereafter appointed may resign at any time, upon 30 days’ written notice, with respect to the Securities of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation to the Securityholders of
such series, as their names and addresses appear upon the Security Register. Upon receiving such notice of resignation, the Company promptly shall appoint a successor trustee with respect to Securities of such series. If no successor trustee shall
have been so appointed and have accepted appointment within 60 days after the retiring Trustee resigns, the retiring Trustee, at the expense of the Company, or the Company may petition any court of competent jurisdiction for the appointment of a
successor trustee with respect to Securities of 

  
 41 








 
such series, or any Securityholder of that series who has been a bona fide Holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

(b) In case at any time any one of the following shall occur, the Company may remove, upon 30 days’ written notice, the Trustee with
respect to all or any series of Securities and appoint a successor trustee, or, unless the Trustee’s duty to resign is stayed as provided herein, any Securityholder who has been a bona fide holder of a Security or Securities for at least six
months, on behalf of that Holder and all others similarly situated, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor trustee: 
 (1) the Trustee shall fail to comply
with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security or Securities for at least six months; or 

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign
after written request therefor by the Company or by any such Securityholder; or 
 (3) the Trustee shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, 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. 
 If an instrument of acceptance by a
successor Trustee 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. 
 (c) The Holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding at any time may remove, upon 30 days’ written notice, the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with
the consent of the Company. 
 (d) Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the
Securities of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. 

(e) Any successor trustee appointed pursuant to this Section 7.10 may be appointed with respect to the Securities of one or more series
or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series. 
  

	Section 7.11.	Acceptance of Appointment By Successor. 

 (a) 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 and to the retiring Trustee an instrument accepting such appointment, and thereupon the


  
 42 








 
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. On the request of the Company or the successor trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor trustee all the rights,
powers, and trusts of the retiring Trustee and shall assign, transfer and deliver to such successor trustee all property and funds held by such retiring Trustee hereunder. 

(b) 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 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
(i) 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, (ii) 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 (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other
Trustee hereunder. 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 such retiring Trustee shall have no further
responsibility with respect to the Securities of that or those series to which the appointment of such successor trustee relates for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under
this Indenture. 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. On request of the Company or any successor trustee, such retiring Trustee shall assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the
property and funds 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. 

(c) Upon request of any such successor trustee, the Company may 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 Section 7.11(a) or 7.11(b), as the case may be. 

(d) 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 VII. 
 (e) Upon acceptance of appointment by a successor trustee as provided in this Section 7.11, the
successor trustee shall cause a notice of its succession to be transmitted to Securityholders. 
  

	Section 7.12.	Merger, Conversion, Consolidation or Succession to Business. 

 Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all
of the corporate trust 

  
 43 








 
business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities. 
  

	Section 7.13.	Preferential Collection of Claims Against the Company. 

 The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent included therein. 
 ARTICLE VIII. 

CONCERNING THE SECURITYHOLDERS 
  

	Section 8.01.	Evidence of Action by Securityholders. 

 Whenever in this Indenture it is provided that
the Holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action (including the making of any demand or request, the giving of any 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 majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed
by such Holders of Securities of that series in Person or by agent or proxy appointed in writing. 
 If the Company shall solicit from the
Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company, at its option, as evidenced by an Officer’s Certificate, may fix in advance a record date for such series for the
determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes
of determining whether Securityholders of the requisite proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for
that purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
  

	Section 8.02.	Proof of Execution by Securityholders. 

 Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 

(a) The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.


  
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 (b) The ownership of Securities shall be proved by the Security Register of such Securities or by
a certificate of the Security Registrar thereof. 
 (c) The Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary. 
  

	Section 8.03.	Who May be Deemed Owners. 

 Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject
to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. 

None of the Company, the Trustee, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

 

	Section 8.04.	Certain Securities Owned by Company Disregarded. 

 In determining whether the Holders of
the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent of waiver under this Indenture, the Securities of that series that are owned by the Company, any Guarantor or any other obligor on
the Securities of that series or by an Affiliate of the Company or any Guarantor shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Securities of such series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not an Affiliate. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and
identifying all Securities of a particular series, if any known by the Company or a Guarantor to be owned or held by or for the account of any of the above described Persons and, subject to Sections 7.01 and 7.02, the Trustee shall be entitled to
accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such particular series not listed therein are Outstanding for the purpose of any such determination. 

 

	Section 8.05.	Actions Binding on Future Securityholders. 

 At any time prior to the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action,
any Holder of a Security of that series that is shown by the evidence to be included in the Securities the Holders of which have consented to such action, by filing written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, may revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all


  
 45 








 
future Holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation
in regard thereto is made upon such Security. Any action taken by the Holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the Securities of that series. 
 ARTICLE IX. 

SUPPLEMENTAL INDENTURES 
  

	Section 9.01.	Supplemental Indentures Without the Consent of Securityholders. 

 In addition to any
supplemental indenture otherwise authorized by this Indenture, the Company, the Guarantors and the Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: 
 (a) to
cure any ambiguity, omission, defect or inconsistency herein or in the Securities of any series, as determined in good faith by the Company; 

(b) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor Person of the
obligations of the Company or such Guarantor, as the case may be, pursuant to Article X; 
 (c) to provide for uncertificated Securities in
addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code); 

(d) to add Guarantors with respect to any series of Securities, to add security to or for the benefit of any series of Securities, or to
release Guarantors from the Guarantees of Securities or to release or discharge any Lien with respect to or securing any series of Securities, in each case in accordance with the terms of this Indenture and the applicable series of Securities; 

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

(f) to add to the covenants of the Company or any Subsidiary of the Company for the benefit of the Holders of all or any outstanding series of
Securities (and if such covenants are to be for the benefit of less than all outstanding 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 any Subsidiary of the Company; 
 (g) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series or 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 trust hereunder by more than one
Trustee; 

  
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 (h) to conform the provisions of this Indenture, the Guarantees or the Securities to the
“Description of Notes” section of any prospectus prepared in connection with the issuance of any particular series of Securities, as determined in good faith by the Company, provided, that such amendment only affects such series; 

(i) to make any change that does not materially adversely affect the rights of any Securityholder of Outstanding Securities, as determined in
good faith by the Company; or 
 (j) to make any amendment to the provisions of this Indenture relating to the transfer and legending of
Securities as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Securities; provided, however, that (A) compliance with this Indenture as so amended would not result in Securities being
transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Securityholders of Outstanding Securities to transfer Outstanding Securities, as
determined in good faith by the Company. 
 Upon the request of the Company and upon receipt by the Trustee of the documents described in
Section 9.05, the Trustee shall join with the Company and the Guarantors in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantors and the
Trustee without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 
  

	Section 9.02.	Supplemental Indentures with Consent of Securityholders. 

 With the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Securities of a series at the time Outstanding affected by such supplemental indenture or indentures, the Company, the Guarantors and the
Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the Holders of the Securities of such series under this Indenture;
provided, however, that no such supplemental indenture, without the consent of the Holders of each Security of such series then Outstanding and affected thereby, shall (i) reduce the percentage in principal amount of the Outstanding Securities
of such series, the consent of whose Holders is required to amend, modify or supplement this Indenture; (ii) reduce the rate of or extend the time for payment of interest on any Security of such series; (iii) reduce the principal of or
extend the Stated Maturity of any Security of such series; (iv) change the coin or currency in which the principal of, premium, if any, or interest on any Securities of such series is payable; (v) impair the right of any Holder of any
Security of such series to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities after any interest payment date, the stated maturity or any redemption date, as applicable, of any Securities of such
series; (vi) change the ranking or priority of any Security of such series or any Guarantee that would adversely affect the Securityholders of a series affected thereby; (vii) modify any of the provisions of Section 4.06 or
Section 6.06, except to increase any percentage vote required 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,
(viii) release any Guarantor from its Guarantee, except as provided in this Indenture, or (ix) modify any of the provisions of this Section 9.02. 

  
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 A supplemental indenture that changes or eliminates any covenant, Event of Default or other
provision of this Indenture that has been expressly included solely for the benefit of one or more particular series of Securities, if any, or which modifies the rights of the Holders of Securities of such series with respect to such covenant, Event
of Default 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 the consent of Securityholders of a series affected thereby under this Section 9.02 to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

Promptly after the execution by the Company, the Guarantors and the Trustee of any supplemental indenture pursuant to the provisions of this
Section 9.02, the Company shall mail or caused to be mailed (or otherwise deliver in accordance with the procedures of DTC) a notice thereof by first class mail to the Holders of Securities of each series affected thereby at their addresses as
they shall appear on the Security Register, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail or otherwise deliver such notice, or any defect therein, shall not in any way impair or
affect the validity of any such supplemental indenture. 
  

	Section 9.03.	Effect of Supplemental Indentures. 

 Upon the execution of any supplemental indenture
pursuant to the provisions of this Article IX or Article X, this Indenture shall be and be deemed to be modified and amended with respect to such series in accordance therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company, the Guarantors and the Holders of Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

 

	Section 9.04.	Securities Affected by Supplemental Indentures. 

 Securities of any series affected by a
supplemental indenture and authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article IX or of Article X may bear a notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then
Outstanding. 
  

	Section 9.05.	Execution of Supplemental Indentures. 

 Upon the request of the Company and, if
applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee in its discretion may but shall not be obligated to enter into such supplemental indenture. The
Trustee shall receive and, subject to the provisions of Section 7.01, shall be fully protected in relying upon an Opinion of Counsel and Officer’s Certificate stating that any supplemental indenture executed pursuant to this Article IX is
authorized or permitted by, and conforms to, the terms of this Indenture. 

  
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 Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 9.05, the Trustee shall transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of each series affected thereby as their names and
addresses appear upon the Security Register. Any failure of the Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

ARTICLE X. 
 SUCCESSOR 

 

	Section 10.01.	Consolidation, Merger and Sale of Assets by the Company. 

 The Company may not
consolidate or merge with or into any other entity or convey, transfer or lease its properties and assets substantially as an entirety to any entity, unless: 

(i) the Company is the successor entity, or the successor or transferee entity, if other than the Company, is a Person (if such Person is not a
corporation, then such successor or transferee shall include a corporate co-issuer) organized and existing under the laws of the United States, any state thereof or the District of Columbia (except if the Company determines in good faith that such
requirement is not in the best interests of the Company and its Subsidiaries or that complying with such requirement would not be advisable for tax planning purposes or to improve tax efficiencies) and expressly assumes by a supplemental indenture
executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on all the Outstanding Securities and the performance of every covenant and
obligation in this Indenture to be performed or observed by the Company; 
 (ii) immediately after giving effect to the transaction, no Event
of Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and 

(iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this
Indenture and stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such
transaction, and constitutes the legal, valid and binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. 

In case of any such consolidation, merger, conveyance or transfer (but not lease), the successor entity will succeed to and be substituted for
the Company as obligor on the Securities with the same effect as if it had been named in this Indenture as the Company. Notwithstanding the foregoing, this Section 10.01 will not apply to a merger, transfer or conveyance or other disposition of
assets between or among the Company and the Guarantors. 

  
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	Section 10.02.	Consolidation, Merger and Sale of Assets by a Guarantor. 

 No Guarantor may consolidate
or merge with or into any other entity or convey, transfer or lease its properties and assets substantially as an entirety to any entity, unless: 

(i) a Guarantor is the successor entity, or the successor or transferee entity, if not a Guarantor prior to such consolidation, merger,
conveyance, transfer or lease, is a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States, any state thereof or the District of Columbia, and expressly
assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the Obligations of such Guarantor under its Guarantee; provided, however, that the foregoing shall not apply in the case
of a Guarantor (x) that has been, or will be as a result of the subject transaction, disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger or consolidation or
(y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary; 
 (ii) immediately after
giving effect to the transaction, no Event of Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and 

(iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this
Indenture and stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such
transaction and constitutes the legal, valid and binding obligation of the Guarantor or successor entity, as applicable, subject to customary exceptions. 

Notwithstanding the foregoing, this Section 10.02 will not apply to a merger, transfer or conveyance or other disposition of assets between or among the
Company and the Guarantors. 
 ARTICLE XI. 

SATISFACTION AND DISCHARGE 
  

	Section 11.01.	Applicability of Article. 

 If the Securities of a series are denominated and payable
only in Dollars (except as provided pursuant to Section 2.01), then the provisions of this Article XI relating to defeasance of Securities shall be applicable except as otherwise specified pursuant to Section 2.01 for Securities of such
series. Defeasance provisions, if any, for Securities denominated in a Foreign Currency may be specified pursuant to Section 2.01. 
  

	Section 11.02.	Satisfaction and Discharge of Indenture. 

 If at any time: 

(a) the Company or any Guarantor shall have delivered or shall have caused to be delivered to the Trustee for cancellation all
Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment funds or
Government Securities have theretofore been deposited in trust or segregated and held in trust by the Company or such Guarantor (and thereupon repaid to the Company or such Guarantor or discharged from such trust, as provided in Section 11.06);
or 

  
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 (b) (i) all such Securities of a particular series not theretofore delivered to
the Trustee for cancellation shall have become due and payable by reason of the giving of a notice of redemption or otherwise or are by their terms to become due and payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof (except as otherwise provided pursuant to Section 2.01), in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Securities of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption, as the case may be; (ii) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the
borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith); (iii) the Company or any Guarantor has paid or caused to be
paid all sums payable by the Company under this Indenture; and (iv) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or the redemption date, as the
case may be, 
 then this Indenture shall cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.06, 2.07,
4.02, 4.03, 7.05, 7.10, 11.04 and 11.05, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.06, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and
at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series. 

In addition, the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent to
satisfaction and discharge have been satisfied. 
  

	Section 11.03.	Defeasance and Discharge of Obligations; Covenant Defeasance. 

 (a) The Company and the
Guarantors shall, subject to the satisfaction of the conditions set forth in clause (c) of this Section 11.03, be deemed to have been discharged from their Obligations with respect to all Outstanding Securities of a series issued under
this Indenture and Guarantees of such series issued under this Indenture on the date the conditions set forth below in clauses (i) through (vi) of Section 11.03(c) are satisfied with respect to such series (“legal
defeasance”). For this purpose, legal defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 11.04 and the other Sections of this Indenture referred to below, and to have satisfied all its other Obligations under such Securities and this Indenture, including the Obligations of
the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the provisions of Sections 2.05, 2.06, 2.07, 4.02, 7.05, 7.06, 7.10, 11.04, 11.05 and 11.06, which
shall survive until otherwise terminated or discharged under this Indenture. 
 Subject to compliance with this Article 11, the Company may
exercise its legal defeasance option under this clause (a) notwithstanding the prior exercise of its covenant defeasance option under clause (b) of this Section 11.03. 

  
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 (b) In addition, the Company, at its option and at any time, by written notice executed by an
Officer delivered to the Trustee, may subject to satisfaction of the conditions set forth in clause (c) of this Section 11.03, elect to have its obligations and the obligations of the Guarantors, to the extent applicable to each, under
Section 4.04 and Section 5.03, and any other covenant contained in the Board Resolution or supplemental indenture relating to such series pursuant to Section 2.01, discharged with respect to all Outstanding Securities of a series,
this Indenture and any indentures supplemental to this Indenture insofar as such Securities are concerned (“covenant defeasance”), such discharge to be effective on the date the conditions set forth in clauses (i) through
(vi) of clause (c) of this Section 11.03 are satisfied with respect to such series, and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration of
Securityholders (and the consequences of any thereof) in connection with such covenants, but shall continue to be “Outstanding” for all other purposes under this Indenture. For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of a series, the Company and each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under clauses
(5), (6) (only with respect to covenants that are released as a result of such covenant defeasance), (7), (8) (solely with respect to Significant Subsidiaries), (9) (solely with respect to Significant Subsidiaries), (10) and
(11) of Section 6.01(a) shall no longer apply to such series, but except as specified in this Section 11.03(b), the remainder of the Company’s and the Guarantors’ obligations under the Securities of such series, this
Indenture, and any indentures supplemental to this Indenture with respect to such series shall be unaffected thereby. 
 (c) The following
shall be the conditions to the application of Section 11.03 to the Outstanding Securities of the applicable series: 

(i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, Dollars, Government
Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm
delivered to the Trustee, without consideration of any reinvestment of interest, to pay the principal, premium, if any, and interest due on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 
 (ii) in the
case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling, or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that the beneficial owners
of the Securities will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; 

(iii) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that,
subject to customary assumptions and exclusions, the beneficial owners of the Securities will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance
had not occurred; 

  
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 (iv) no Default or Event of Default has occurred and is continuing on the date of
such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each
case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or material debt instrument (other than this Indenture) to which the Company or
any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (v) the Company has delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance, as the
case may be, have been complied with; and 
 (vi) the Company has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Securities at maturity or the redemption date, as the case may be. 
 After such irrevocable
deposit made pursuant to this Section 11.03 and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations pursuant to
this Section 11.03. 
  

	Section 11.04.	Deposited Funds to be Held in Trust. 

 All funds or Government Securities deposited with
the Trustee pursuant to Sections 11.02 or 11.03 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the Company or any Guarantor acting as its own paying agent), to the Holders of
the particular series of Securities for the payment or redemption of which such funds or Government Securities have been deposited with the Trustee. 
  

	Section 11.05.	Payment of Funds Held by Paying Agents. 

 In connection with the provisions of
Section 11.02 or 11.03, all funds or Government Securities then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company or any Guarantor, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such funds or Government Securities. 
  

	Section 11.06.	Repayment to the Guarantors or the Company. 

 Any funds or Government Securities
deposited with any paying agent or the Trustee, or then held by the Company or any Guarantor, in trust for payment of principal of, premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by
the Holders of such Securities for at least two years after the date upon which the principal of, premium, if any, or interest on such Securities shall have respectively become due and payable, shall be repaid to the Company or such Guarantor, as
applicable, or if then held by the Company or any Guarantor shall be discharged from such trust; and thereafter, the paying agent and the Trustee shall be released from all further liability with respect to such funds or Government Securities, and
the Holder of any of the Securities entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantors, as applicable, for the payment thereof. Anything in this Article XI to the contrary
notwithstanding, subject to Section 7.06, the Trustee shall deliver or pay to the Company or the Guarantors, as applicable, from time to time upon request by the Company or the Guarantors any funds or Government Securities (or other property
and any proceeds therefrom) held by it as provided in Sections 

  
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11.02 or 11.03 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 that would then be required to be deposited to effect a defeasance or covenant defeasance, as the case may be, in accordance with this Article XI. 
  

	Section 11.07.	Reinstatement. 

 If the Trustee or paying agent is unable to apply any funds or
Government Securities in accordance with Section 11.02 or 11.03 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 and each Guarantor’s obligations under this Indenture, any indentures supplemental to this Indenture with respect to the applicable series of Securities and the Securities of such series shall be revived and reinstated as though
no deposit had occurred pursuant to Section 11.02 or 11.03, as the case may be, until such time as the Trustee or paying agent is permitted to apply all such funds or Government Securities in accordance with Section 11.02 or 11.03, as the
case may be; provided, however, that if the Company or any Guarantor has made any payment of principal, premium, if any, or interest on any Securities of such series following the reinstatement of its obligations as aforesaid, the Company or such
Guarantor, as applicable, shall be subrogated to the rights of the Holders of such Securities of such series to receive such payment from the funds or Government Securities held by the Trustee or paying agent. 

ARTICLE XII. 
 IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, 
 OFFICERS, DIRECTORS AND EMPLOYEES 
  

	Section 12.01.	No Recourse. 

 No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer, director, employee, member or partner, past, present or future as such, of the Company or any
Guarantor or of any predecessor or successor corporation (other than the Company in respect of the Securities and each Guarantor in respect of its Guarantee), either directly or through the Company or the Guarantors or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers, directors, employees, members or partners as such, of the Company or any Guarantor or of
any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or
implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, shareholder,
officer, director, employee, member or partner as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or
implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities. 

  
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 ARTICLE XIII. 

MISCELLANEOUS PROVISIONS 
  

	Section 13.01.	Effect on Successors and Assigns. 

 All the agreements of the Company and each Guarantor
in this Indenture or the Securities shall bind its respective successor whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successor whether so expressed or not. 

 

	Section 13.02.	Actions by Successor. 

 Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or officer of the Company or any Guarantor shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company or such Guarantor, as applicable. 
  

	Section 13.03.	Notices. 

 Any notice or communication by the Company, the Guarantors or the Trustee to
the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

  

			
	If to the Company	  	
	or any Guarantor:	  	PTC Inc.
		  	140 Kendrick Street
		  	Needham, Massachusetts 02494
		  	Attention: General Counsel
		  	Phone: (781) 370-5000
		  	Facsimile: (781) 370-5735
		
	If to the Trustee:	  	The Bank of New York Mellon
		  	101 Barclay Street, 7E
		  	New York, New York 10286
		  	Facsimile: (212) 815-5595

 The Company, the Guarantors or the Trustee by notice to the others may designate additional or different
addresses for subsequent notices or communications. 
 Any notice or communication to a Securityholder shall be mailed (or otherwise
delivered in accordance with the procedures of DTC) by first-class mail, certified or registered, return receipt requested, to his address shown on the Security Register. Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. 
 In the event of suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice by mail, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 

  
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 If a notice or communication is mailed in the manner provided above within the time prescribed,
it is conclusively presumed duly given, whether or not the addressee receives it. 
 The Trustee agrees to accept and act upon instructions
or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons
designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company
elects to give the Trustee e-mail or facsimile instructions or directions (or instructions or directions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions or directions, the Trustee’s
understanding of such instructions or directions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such
instructions notwithstanding such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions and directions, and the risk or interception and misuse by third parties. 

 

	Section 13.04.	Governing Law. 

 This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions. 
  

	Section 13.05.	Compliance Certificates and Opinions. 

 (a) Upon any application or demand by the Company
or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company or such Guarantor shall furnish to the Trustee an Officer’s Certificate stating that, in the opinion of the signer, all conditions
precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with. 

(b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (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; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 

 

	Section 13.06.	Payments on Business Days. 

 Except as provided pursuant to Section 2.01 pursuant to
a Board Resolution, and as set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption
of any Security shall not be a Business Day, then payment of principal, premium, if any, or interest or principal 

  
 56 








 
and premium, if any, may be made on the next succeeding Business Day with the same force and effect as if made on the date that payment was due, and no interest shall accrue on that payment for
the period from and after that interest or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. 
  

	Section 13.07.	Conflict with Trust Indenture Act. 

 If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. 
  

	Section 13.08.	Counterparts. 

 This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but one and the same instrument. 
  

	Section 13.09.	Separability. 

 In case any one or more of the provisions contained in this Indenture or
in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but
this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 
  

	Section 13.10.	No Adverse Interpretation of Other Agreements. 

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

 

	Section 13.11.	Table of Contents, Headings, Etc.  

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

 

	Section 13.12.	Consent to Jurisdiction and Service of Process. 

 The Company and each of the Guarantors
agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any Security and any Guarantee or any other document or the transactions contemplated hereby or thereby may be
instituted in any state or federal court in The City of New York, State of New York, United States of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an
inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company and the Guarantors agree that a
final non-appealable judgment in any such suit, action or proceedings shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

  
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 To the extent that the Company or the Guarantors has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the
Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of Company and each of the Guarantors hereby irrevocably waives such immunity, and any defense based on such immunity, in respect
of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law. 
  

	Section 13.13.	Waiver of Jury Trial. 

 EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

 

	Section 13.14.	USA Patriot Act. 

 The parties hereto acknowledge that in accordance with
Section 326 of the USA Patriot Act the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with The Bank of New York Mellon. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the
requirements of the USA Patriot Act. 
  

	Section 13.15.	FATCA. 

 In order to comply with applicable tax laws, rules and regulations (inclusive of
directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), that a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has
agreed to be subject to related to this Indenture, the Company agrees (i) upon reasonable written request of the Trustee, to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions related to
this Indenture and the Securities (including any modification to the terms of such transactions) so that the Trustee may determine whether it has tax-related obligations under Applicable Law, and (ii) that the Trustee shall be entitled to make
any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability. The terms of this Section 13.15 shall survive the termination of this
Indenture. 
 ARTICLE XIV. 

GUARANTEES 
  

	Section 14.01.	Guarantees. 

 Any series of Securities may be guaranteed by any one or more of the
Guarantors, the terms of which guarantees will be governed by this Article XIV and the supplemental indenture related to such series. Each Guarantor hereby fully and unconditionally, and jointly and severally with each other Guarantor, guarantees
(i) to each Holder of each Security that is authenticated and delivered by the Trustee, and (ii) to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, 

  
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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 such other Obligations under such Security and this Indenture. In case of the failure of the Company punctually to make any such payment, each Guarantor hereby agrees to cause such payment to
be made punctually 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. The Guarantors, jointly and severally, agree
to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under the Guarantees. 

Each Guarantor hereby 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 this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or such Guarantor or any consent to departure from
any requirement of any other guarantee of all or any of the Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor 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 Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such
Guarantee. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their
respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to such Securities, each Guarantor agrees to pay to the Trustee for the account
of such 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 such Holders. 

The 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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by
any Holder of such 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, such 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. 

Any term or provision of the Guarantee to the contrary notwithstanding, the aggregate amount of the Obligations guaranteed hereunder shall be
reduced to the extent necessary to prevent such Guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 

In case any provision of any Guarantee 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

  
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	Section 14.02.	Limitation on Guarantor Liability. 

 Each Guarantor, and by its acceptance of a Security,
each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy or insolvency law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
Obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to
any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such other Guarantor under this Article XIV, result in the Obligations of such Guarantor under its
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed Obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

  

	Section 14.03.	Execution and Delivery. 

 To evidence its Guarantee set forth in Section 14.01
hereof, each Guarantor hereby agrees that this Indenture (or an indenture supplemental hereto) shall be executed on behalf of such Guarantor by any member of its Board of Directors, its chief executive officer, the president, the chief financial
officer or any vice president. 
 Each Guarantor hereby agrees that its Guarantee set forth in Section 14.01 hereof shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on any Security. 
 If an Officer
whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Security, the Guarantee shall be valid nevertheless. 

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set
forth in this Indenture on behalf of the Guarantors. 
 If required by this Indenture or in accordance with Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, the Company shall cause any Subsidiary required to become a Guarantor hereunder to comply with the
provisions of this Article XIV, to the extent applicable. 
  

	Section 14.04.	Subrogation. 

 Each Guarantor shall be subrogated to all rights of Holders of the
Securities against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 14.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to
enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or such series of Securities shall have been paid in full. 

  
 60 









	Section 14.05.	Benefits Acknowledged. 

 Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 

 

	Section 14.06.	Releases of Guarantees. 

 A Guarantee by a Guarantor shall be automatically and
unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon any of the following events, except with respect to any series of
Securities for which the supplemental indenture or resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series expressly provides that any such event shall not apply or any other
event shall apply: 
  

	 	(a)	in the case of a Subsidiary Guarantor, any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of Capital Stock or other interests of such Subsidiary Guarantor
after which the applicable Subsidiary Guarantor is no longer a Subsidiary of the Company, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture (including
Section 10.02); provided that all guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Debt of the Company or any Guarantor that required such Guarantee of the Securities shall terminate upon consummation of
such transaction; 

  

	 	(b)	upon the sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor, which sale or disposition is made in compliance with the provisions of this Indenture (including Section 10.02);
provided that all guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Debt of the Company or any Guarantor that required such Guarantee of the Securities shall terminate upon consummation of such transaction;


  

	 	(c)	the Company’s exercise of its legal defeasance option or covenant defeasance option as described under Section 11.03; or 

  

	 	(d)	pursuant to Article IX. 

 in the case of clause (a) or (b), other than to the Company or a Subsidiary of
the Company and as permitted by this Indenture. 

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

			
	PTC INC.
		
	By:	 	 /s/ Andrew D. Miller

		 	Name: Andrew D. Miller
		 	Title: Chief Financial Officer



  
 62 








 
			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Francine Kincaid

		 	Name: Francine Kincaid
		 	Title: Vice President



  
 63 








 EXHIBIT A 

FORM OF CERTIFICATE OF TRANSFER 
 PTC Inc.

 140 Kendrick Street 
 Needham, Massachusetts 02494 

Attention: General Counsel 
 The Bank of New York Mellon, as
Trustee 
 101 Barclay Street, 7E 
 New York, New York 10286

 Re: [insert description of Securities] 
 Ladies and
Gentlemen, 
 Reference is hereby made to the Indenture, dated as of May 12, 2016, between PTC Inc. (the “Company”)
and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), [as supplemented by that certain supplemental indenture dated as of          ] [and the Board
Resolution adopted          ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.         (the “Transferor”) owns and proposes to transfer the          Security or Securities or interest[s] in such Security or Securities
specified in Annex A hereto, in the principal amount of $          in such Security or Securities or interest[s] (the “Transfer”), to(the “Transferee”), as further specified
in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY 

1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Security or a Definitive Security Pursuant to Rule 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Security for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”) in a transaction meeting the
requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

 2. Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Security or a
Definitive Security pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (y) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (z) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the
 

  
 A-1 








 
transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904 (b) of
Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed Transfer is being made prior to the expiration of the
Distribution Compliance Period, the Transfer is not being made to a U.S. person (as such is defined in Regulation S) or for the account or benefit of a U.S. person (other than an initial purchaser of the Securities) and the interest transferred will
be held immediately thereafter through Euroclear or Clearstream. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Security and/or the Definitive Security and in the Indenture and the Securities Act. 

3. Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Security pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Securities and Restricted Definitive Securities and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any State of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a) Such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or 

(b) Such Transfer is being effected to the Company or a subsidiary thereof; or 

(c) Such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or 
 (d) Such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Security or Restricted Definitive Security and the requirements of the exemption claimed, which
certification is supported by a certificate executed by the Transferee in the form attached as Exhibit C to the Indenture. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the Definitive Security will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Security and in the Indenture and the Securities Act. 

4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Security or of an Unrestricted Definitive
Security. 
 (a) Check if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive
Securities and in the Indenture and the Securities Act. 

  
 A-2 








 (b) Check if Transfer is Pursuant to Regulation
S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Securities, on Restricted Definitive Securities and in the Indenture and the Securities Act. 
 (c)
Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other
than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

 

			
	Dated:	 	
	
	  

	
	  

	
	[Insert Name of Transferor]


			
		
	By:	 	  

		 	Name
		 	Title


  
 A-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposed to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 

 

	 	(a)	a beneficial interest in the: 

  

	 	(i)	144A Global Security (CUSIP    ), or 

  

	 	(ii)	Regulation S Global Security (CUSIP    ), or 

  

	 	(b)	a Restricted Definitive Security. 

  

	2.	After the transfer the Transferee will hold: 

  

	 	(a)	a beneficial interest in the: 

  

	 	(i)	144A Global Security (CUSIP    ), or 

  

	 	(ii)	Regulation S Global Security (CUSIP    ), or 

  

	 	(iii)	Unrestricted Global Security (CUSIP    ); or 

  

	 	(b)	a Restricted Definitive Security; or 

  

	 	(c)	an Unrestricted Definitive Security, in accordance with the terms of the Indenture. 


  
 A-4 








 EXHIBIT B 

FORM OF CERTIFICATE OF EXCHANGE 
 PTC Inc.

 140 Kendrick Street 
 Needham, Massachusetts 02494 

Attention: General Counsel 
 The Bank of New York Mellon, as
Trustee 
 101 Barclay Street, 7E 
 New York, New York 10286

 Re: [insert description of Securities] 
 Ladies and
Gentlemen, 
 Reference is hereby made to the Indenture, dated as of May 12, 2016, between PTC Inc., a Massachusetts corporation
(the “Company”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of
                    ] [and the Board Resolution adopted         ] (together, the
“Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

, (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities
specified herein, in the principal amount of $         in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

 1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive
Securities or Beneficial Interests in an Unrestricted Global Security. 
 (a) Check if Exchange is from
beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest
in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky
securities laws of any State of the United States. 
 (b) Check if Exchange is from beneficial
interest in a Restricted Global Security to Unrestricted Definitive Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security in an equal
principal amount, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to
the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States. 

  
 B-1 








 (c) Check if Exchange is from Restricted Definitive Security to
beneficial interest in an Unrestricted Global Security. In connection with the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States. 

(d) Check if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security. In connection with the
Owner’s Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of
any State of the United States. 
 2. Exchange of Restricted Definitive Securities or Beneficial
Interests in Restricted Global Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities. 

(a) Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Definitive Security.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security
is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions
on transfer enumerated in the B-2 Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act. 

(b) Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security.
In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] 144A Global Security or. Regulation S Global Security with an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant
to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

  
 B-2 









					
	  

	[Insert Name of Owner]
		
	By:	 	  

		 	Name	 	
		 	Title	 	
			
		 	Dated:	 	  



  
 B-3 








 EXHIBIT C 

FORM OF CERTIFICATE FROM ACQUIRING 

INSTITUTIONAL ACCREDITED INVESTOR 
 PTC
Inc. 
 140 Kendrick Street 
 Needham, Massachusetts 02494 

Attention: General Counsel 
 The Bank of New York Mellon, as
Trustee 
 101 Barclay Street, 7E 
 New York, New York 10286

 Re: [insert description of Securities] 
 Ladies and
Gentlemen, 
 Reference is hereby made to the Indenture, dated as of May 12, 2016, between PTC Inc., a Massachusetts corporation
(the “Company”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of
                    ] [and the Board Resolution adopted         ] (together, the
“Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

In connection with our proposed purchase of $         aggregate principal amount of: (a) a
beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that: 
 1. We understand that any subsequent
transfer of the Securities or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities or any interest
therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the offer and sale of the Securities have not been registered under the Securities Act, and that the Securities and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Securities or any interest
therein, we will do so only (1) in the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of
Rule 144A, (2) outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act, (3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if
available) or (4) pursuant to an effective registration statement under the Securities Act, in each of cases (1) through (4) in accordance with any applicable securities laws of any state of the United States, and we further agree to
notify any purchaser of the Securities from us of the resale restrictions referred to above. 
 3. We understand that, on any proposed
resale of the Securities or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that any subsequent transfer by us of the Securities or beneficial interest therein acquired by us must be effected through one of the initial purchasers of the Securities. 

  
 C-1 








 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts
for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Securities or
beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	Dated:
	
	  

	
	  

	[Insert Name of Accredited Investor]
		
	By:	 	  

		 	Name
		 	Title


  
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