EX-4.1





 Exhibit 4.1 

LAS VEGAS SANDS CORP. 
  

 
 INDENTURE

 Dated as of 

July 31, 2019 
  

 
 DEBT
SECURITIES 
 U.S. Bank National Association 

as Trustee 












 Reconciliation and tie between 

Trust Indenture Act of 1939 and Indenture* 
  

			
	 Trust Indenture 
Act Section
	  	 Indenture Section

	§ 310(a)	  	11.04(a), 16.02
	(b)	  	11.01(f), 11.04(b), 11.05(a), 16.02
	(b)(1)	  	11.04(b), 16.02
	§ 311	  	11.01(f), 16.02
	§ 312	  	14.02(d), 16.02
	(b)	  	11.10, 16.02
	(c)	  	11.10, 16.02
	§ 313(a)	  	10.01(a), 16.02
	§ 314	  	16.02
	§ 315(e)	  	11.05, 16.02
	§ 316	  	16.02
	§ 317	  	16.02
	§ 318	  	16.02

  

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















 TABLE OF CONTENTS* 

 

							
	 	 	 	  	PAGE	 
			
		 	ARTICLE 1	  			
		 	DEFINITIONS	  			
	 Section 1.01.
	 	Definitions	  	 	1	
			
		 	ARTICLE 2	  			
		 	FORMS OF SECURITIES	  			
			
	 Section 2.01.
	 	Terms of the Securities	  	 	12	
	 Section 2.02.
	 	Form of Trustee’s Certificate of Authentication	  	 	12	
	 Section 2.03.
	 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	  	 	13	
			
		 	ARTICLE 3	  			
		 	THE DEBT SECURITIES	  			
			
	 Section 3.01.
	 	Amount Unlimited; Issuable in Series	  	 	13	
	 Section 3.02.
	 	Denominations	  	 	16	
	 Section 3.03.
	 	Execution, Authentication, Delivery and Dating	  	 	17	
	 Section 3.04.
	 	Temporary Securities	  	 	18	
	 Section 3.05.
	 	Registrar	  	 	19	
	 Section 3.06.
	 	Transfer and Exchange	  	 	20	
	 Section 3.07.
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	23	
	 Section 3.08.
	 	Payment of Interest; Interest Rights Preserved	  	 	24	
	 Section 3.09.
	 	Cancellation	  	 	25	
	 Section 3.10.
	 	Computation of Interest	  	 	25	
	 Section 3.11.
	 	Currency of Payments in Respect of Securities	  	 	26	
	 Section 3.12.
	 	Judgments	  	 	26	
	 Section 3.13.
	 	CUSIP Numbers	  	 	27	
			
		 	ARTICLE 4	  			
		 	REDEMPTION OF SECURITIES	  			
			
	 Section 4.01.
	 	Applicability of Right of Redemption	  	 	27	
	 Section 4.02.
	 	Selection of Securities to be Redeemed	  	 	27	
	 Section 4.03.
	 	Notice of Redemption	  	 	27	
	 Section 4.04.
	 	Deposit of Redemption Price	  	 	28	
	 Section 4.05.
	 	Securities Payable on Redemption Date	  	 	29	
	 Section 4.06.
	 	Securities Redeemed in Part	  	 	29	
	 Section 4.07.
	 	Mandatory Disposition of Securities Pursuant to Gaming Laws	  	 	29	


  
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		 	ARTICLE 5	  			
		 	SINKING FUNDS	  			
			
	 Section 5.01.
	 	Applicability of Sinking Fund	  	 	30	
	 Section 5.02.
	 	Mandatory Sinking Fund Obligation	  	 	30	
	 Section 5.03.
	 	Optional Redemption at Sinking Fund Redemption Price	  	 	31	
	 Section 5.04.
	 	Application of Sinking Fund Payment	  	 	31	
			
		 	ARTICLE 6	  			
		 	PARTICULAR COVENANTS OF THE COMPANY	  			
			
	 Section 6.01.
	 	Payments of Securities	  	 	32	
	 Section 6.02.
	 	Paying Agent	  	 	32	
	 Section 6.03.
	 	To Hold Payment in Trust	  	 	33	
	 Section 6.04.
	 	Merger, Consolidation and Sale of Assets	  	 	34	
	 Section 6.05.
	 	Compliance Certificate	  	 	35	
	 Section 6.06.
	 	Conditional Waiver by Holders of Securities	  	 	36	
	 Section 6.07.
	 	Statement by Officers as to Default	  	 	36	
			
		 	ARTICLE 7	  			
		 	REMEDIES OF TRUSTEE AND SECURITYHOLDERS	  			
			
	 Section 7.01.
	 	Events of Default	  	 	36	
	 Section 7.02.
	 	Acceleration; Rescission and Annulment	  	 	38	
	 Section 7.03.
	 	Other Remedies	  	 	39	
	 Section 7.04.
	 	Trustee as Attorney-in-Fact	  	 	40	
	 Section 7.05.
	 	Priorities	  	 	40	
	 Section 7.06.
	 	Control by Securityholders; Waiver of Past Defaults	  	 	41	
	 Section 7.07.
	 	Limitation on Suits	  	 	41	
	 Section 7.08.
	 	Undertaking for Costs	  	 	42	
	 Section 7.09.
	 	Remedies Cumulative	  	 	42	
			
		 	ARTICLE 8	  			
		 	CONCERNING THE SECURITYHOLDERS	  			
			
	 Section 8.01.
	 	Evidence of Action of Securityholders	  	 	43	
	 Section 8.02.
	 	Proof of Execution or Holding of Securities	  	 	43	
	 Section 8.03.
	 	Persons Deemed Owners	  	 	44	
	 Section 8.04.
	 	Effect of Consents	  	 	44	
			
		 	ARTICLE 9	  			
		 	SECURITYHOLDERS’ MEETINGS	  			
			
	 Section 9.01.
	 	Purposes of Meetings	  	 	45	
	 Section 9.02.
	 	Call of Meetings by Trustee	  	 	45	
	 Section 9.03.
	 	Call of Meetings by Company or Securityholders	  	 	45	
	 Section 9.04.
	 	Qualifications for Voting	  	 	45	
	 Section 9.05.
	 	Regulation of Meetings	  	 	46	
	 Section 9.06.
	 	Voting	  	 	46	
	 Section 9.07.
	 	No Delay of Rights by Meeting	  	 	47	


  
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		 	ARTICLE 10	  			
		 	REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’
LISTS	  			
			
	 Section 10.01.
	 	Reports by Trustee	  	 	47	
	 Section 10.02.
	 	Reports by the Company	  	 	47	
	 Section 10.03.
	 	Securityholders’ Lists	  	 	48	
			
		 	ARTICLE 11	  			
		 	CONCERNING THE TRUSTEE	  			
			
	 Section 11.01.
	 	Rights of Trustees; Compensation and Indemnity	  	 	48	
	 Section 11.02.
	 	Duties of Trustee	  	 	51	
	 Section 11.03.
	 	Notice of Defaults	  	 	52	
	 Section 11.04.
	 	Eligibility; Disqualification	  	 	53	
	 Section 11.05.
	 	Resignation and Notice; Removal	  	 	53	
	 Section 11.06.
	 	Successor Trustee by Appointment	  	 	54	
	 Section 11.07.
	 	Successor Trustee by Merger	  	 	55	
	 Section 11.08.
	 	Right to Rely on Officer’s Certificate	  	 	56	
	 Section 11.09.
	 	Appointment of Authenticating Agent	  	 	56	
	 Section 11.10.
	 	Communications by Securityholders with Other Securityholders	  	 	57	
			
		 	ARTICLE 12	  			
		 	SATISFACTION AND DISCHARGE; DEFEASANCE	  			
			
	 Section 12.01.
	 	Applicability of Article	  	 	57	
	 Section 12.02.
	 	Satisfaction and Discharge of Indenture	  	 	58	
	 Section 12.03.
	 	Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	  	 	59	
	 Section 12.04.
	 	Repayment to Company	  	 	61	
	 Section 12.05.
	 	Indemnity for U.S. Government Obligations	  	 	61	
	 Section 12.06.
	 	Deposits with Trustee	  	 	61	
	 Section 12.07.
	 	Application of Trust Money	  	 	61	
	 Section 12.08.
	 	Deposits of Non-U.S. Currencies	  	 	62	
			
		 	ARTICLE 13	  			
		 	IMMUNITY OF CERTAIN PERSONS	  			
			
	 Section 13.01.
	 	No Personal Liability	  	 	62	
			
		 	ARTICLE 14	  			
		 	SUPPLEMENTAL INDENTURES	  			
			
	 Section 14.01.
	 	Without Consent of Securityholders	  	 	63	
	 Section 14.02.
	 	With Consent of Securityholders; Limitations	  	 	64	
	 Section 14.03.
	 	Trustee Protected	  	 	66	


  
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	 Section 14.04.
	 	Effect of Execution of Supplemental Indenture	  	 	66	
	 Section 14.05.
	 	Notation on or Exchange of Securities	  	 	66	
	 Section 14.06.
	 	Conformity with TIA	  	 	66	
			
		 	ARTICLE 15	  			
		 	SUBORDINATION OF SECURITIES	  			
			
	 Section 15.01.
	 	Agreement to Subordinate	  	 	67	
	 Section 15.02.
	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	  	 	67	
	 Section 15.03.
	 	No Payment on Securities in Event of Default on Senior Indebtedness	  	 	68	
	 Section 15.04.
	 	Payments on Securities Permitted	  	 	69	
	 Section 15.05.
	 	Authorization of Securityholders to Trustee to Effect Subordination	  	 	69	
	 Section 15.06.
	 	Notices to Trustee	  	 	69	
	 Section 15.07.
	 	Trustee as Holder of Senior Indebtedness	  	 	70	
	 Section 15.08.
	 	Modifications of Terms of Senior Indebtedness	  	 	70	
	 Section 15.09.
	 	Reliance on Judicial Order or Certificate of Liquidating Agent	  	 	71	
	 Section 15.10.
	 	Satisfaction and Discharge; Defeasance and Covenant Defeasance	  	 	71	
	 Section 15.11.
	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	 	71	
			
		 	ARTICLE 16	  			
		 	MISCELLANEOUS PROVISIONS	  			
			
	 Section 16.01.
	 	Certificates and Opinions as to Conditions Precedent	  	 	71	
	 Section 16.02.
	 	Trust Indenture Act Controls	  	 	72	
	 Section 16.03.
	 	Notices to the Company and Trustee	  	 	73	
	 Section 16.04.
	 	Notices to Securityholders; Waiver	  	 	73	
	 Section 16.05.
	 	Legal Holiday	  	 	74	
	 Section 16.06.
	 	Effects of Headings and Table of Contents	  	 	74	
	 Section 16.07.
	 	Successors and Assigns	  	 	74	
	 Section 16.08.
	 	Separability Clause	  	 	74	
	 Section 16.09.
	 	Benefits of Indenture	  	 	74	
	 Section 16.10.
	 	Counterparts Originals	  	 	75	 
	 Section 16.11
	 	Compliance with Applicable Anti-Terrorism and Money Laundering Regulations	  	 	75	 
	 Section 16.12.
	 	Governing Law; Waiver of Trial by Jury	  	 	75	

  

	*	 The Table of Contents is not a part of the Indenture. 



  
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 INDENTURE dated as of July 31, 2019, between Las Vegas Sands Corp., a Nevada
corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). 

WITNESSETH: 
 WHEREAS, the
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal
amount to be issued from time to time in one or more series as provided in this Indenture; and 
 WHEREAS, all things necessary to make this
Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS
INDENTURE WITNESSETH: 
 That, in consideration of the premises and the purchase of the Securities by the Holders thereof for the equal and
proportionate benefit of all of the present and future Holders of the Securities, each party agrees and covenants as follows: 
 ARTICLE 1

 DEFINITIONS 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 

(a)    the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well
as the singular; 
 (b)    unless otherwise defined in this Indenture or the context otherwise requires, all terms used
herein without definition which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 

(c)    the words “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; and 
 (d)    references
to “Article” or “Section” or other subdivision herein are references to an Article, Section or other subdivision of this Indenture, unless the context otherwise requires. 












 Section 1.01.    Definitions. Unless the context otherwise
requires, the terms defined in this Section 1.01 shall for all purposes of this Indenture have the meanings hereinafter set forth: 
 Affiliate:

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

Authenticating Agent: 
 The term
“Authenticating Agent” shall have the meaning assigned to it in Section 11.09. 
 Board of Directors: 

The term “Board of Directors” shall mean either the board of directors of the Company or the executive or any other committee
of that board duly authorized to act in respect hereof. 
 Board Resolution: 

The term “Board Resolution” shall mean a copy of a resolution or resolutions certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors (or by a committee of the Board of Directors to the extent that any such other committee has been authorized by the Board of Directors to establish or approve the matters
contemplated) and to be in full force and effect on the date of such certification and delivered to the Trustee. 
 Business Day: 

The term “Business Day,” when used with respect to any Place of Payment or any other particular location referred to in this
Indenture or in the Securities, shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or such location are authorized or obligated by law or executive order to
close. 
 Capital Stock: 
 The term
“Capital Stock” shall mean: 
 (a)    in the case of a corporation, corporate stock; 

(b)    in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 

  
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 (c)    in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and 
 (d)    any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock. 
 Code: 

The term “Code” shall mean the Internal Revenue Code of 1986, as amended. 

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

The term “Company Order” shall mean a written order signed in the name of the Company by any Officer and delivered to the
Trustee. 
 Corporate Trust Office: 

The term “Corporate Trust Office” means the address of the Trustee specified in Section 11.01 or such other address as to
which the Trustee may give notice to the Company. 
 Currency: 

The term “Currency” shall mean U.S. Dollars or Foreign Currency. 

Default: 
 The term
“Default” shall have the meaning assigned to it in Section 11.03. 
 Defaulted Interest: 

The term “Defaulted Interest” shall have the same meaning assigned to it in Section 3.08(b). 

Depositary: 
 The term
“Depositary” shall mean, with respect to the Securities of any series issuable in whole or in part in the form of one or more Global Securities, each Person designated as Depositary by the Company pursuant to Section 3.01 until
one or more 

  
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successor Depositaries shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series. 

Designated Currency: 
 The term
“Designated Currency” shall have the same meaning assigned to it in Section 3.12(a). 
 Discharged: 

The term “Discharged” shall have the meaning assigned to it in Section 12.03(e). 

DTC: 
 The term “DTC”
shall mean The Depository Trust Company, Inc. and its successors. 
 Event of Default: 

The term “Event of Default” shall have the meaning specified in Section 7.01. 

Exchange Act: 
 The term “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, and the rules and regulations promulgated by the SEC thereunder and any statute successor thereto, in each case as amended from time to time. 

Floating Rate Security: 
 The term
“Floating Rate Security” shall mean a Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest rate index specified pursuant to Section 3.01. 

Foreign Currency: 
 The term
“Foreign Currency” shall mean 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. 
 GAAP: 
 The term
“GAAP,” with respect to any computations required or permitted hereunder, shall mean generally accepted accounting principles in effect in the United States as in effect from time to time; provided, however if the
Company is required by the SEC to adopt (or is permitted to adopt and so adopts) a different accounting framework, including but not limited to the International Financial Reporting Standards, “GAAP”


  
 4 













 
shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant
segment of the accounting profession. 
 Gaming Authority: 

The term “Gaming Authority” shall mean any agency, authority, board, bureau, commission, department, office or instrumentality
of any nature whatsoever of the United States or foreign government, any state, province or any city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including without limitation, the Nevada
Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the Macao Gaming Authorities, the Pennsylvania Gaming Control Board, the Singapore Casino Regulatory Authority and any other agency with
authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Company or any of its subsidiaries. 
 Gaming
Laws: 
 The term “Gaming Laws” shall mean the gaming laws of a jurisdiction or jurisdictions to which the Company or a
Subsidiary of the Company is, or may at any time after the date of this Indenture be, subject, including all applicable provisions of all: (1) constitutions, treatises, statutes or laws governing gaming operations (including, without
limitation, card club casinos and pari-mutuel race tracks) and rules, regulations and ordinances of any Gaming Authority; (2) any governmental approval relating to any gaming business (including pari-mutuel betting) or enterprise; and
(3) orders, decisions, judgments, awards and decrees of any Gaming Authority. 
 Gaming Licenses: 

The term “Gaming Licenses” shall mean every license, franchise or other authorization required to own, lease, operate or
otherwise conduct activities of the Company or any of its subsidiaries and the regulations promulgated pursuant thereto, and other applicable federal, state, foreign or local laws. 

Global Security: 
 The term
“Global Security” shall mean any Security that evidences all or part of a series of Securities, issued in fully-registered certificated form to the Depositary for such series in accordance with Section 3.03 and bearing the
legend prescribed in Section 3.03(g). 

  
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 Holder; Holder of Securities: 

The terms “Holder” and “Holder of Securities” are defined under “Securityholder; Holder of
Securities; Holder.” 
 Indebtedness: 

The term “Indebtedness” shall mean any and all obligations of a Person for money borrowed which, in accordance with GAAP,
would be reflected on the balance sheet of such Person as a liability on the date as of which Indebtedness is to be determined. 
 Indenture: 

The term “Indenture” or “this Indenture” shall mean 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 pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of
the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as
contemplated by Section 3.01; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of
Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, 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 pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of
any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such person had become such Trustee, but to which such person, as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or
amended by one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall only include the supplemental indentures applicable thereto.

 Individual Securities: 
 The term
“Individual Securities” shall have the meaning specified in Section 3.01(p). 

  
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 Interest: 

The term “interest” shall mean, unless the context otherwise requires, interest payable on any Securities, and with respect to
an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after Maturity. 
 Interest Payment Date:

 The term “Interest Payment Date” shall mean, with respect to any Security, the Stated Maturity of an installment of
interest on such Security. 
 Mandatory Sinking Fund Payment: 

The term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it in Section 5.01(b). 

Maturity: 
 The term
“Maturity,” with respect to any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein provided, whether by declaration, call for redemption or otherwise. 

Members: 
 The term
“Members” shall have the meaning assigned to it in Section 3.03(i). 
 Officer: 

The term “Officer” shall mean the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer,
President, any Executive Vice President, Senior Vice President or Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary of the Company, or any director of the Company’s Board of Directors or any Person acting in that
capacity. 
 Officer’s Certificate: 

The term “Officer’s Certificate” shall mean a certificate signed by any Officer and delivered to the
Trustee. Each such certificate shall include the statements provided for in Section 16.01 if and to the extent required by the provisions of such Section. 

Opinion of Counsel: 
 The term
“Opinion of Counsel” shall mean an opinion in writing signed by one or more legal counsel, who may be an employee of or of counsel to the Company, and meets the requirements provided for in Section 16.01. 

  
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 Optional Sinking Fund Payment: 

The term “Optional Sinking Fund Payment” shall have the meaning assigned to it in Section 5.01(b). 

Original Issue Discount Security: 
 The
term “Original Issue Discount Security” shall mean any Security that is issued with “original issue discount” within the meaning of Section 1273(a) of the Code and the regulations thereunder, or any successor
provision, and any other Security designated by the Company as issued with original issue discount for United States federal income tax purposes. 

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

(a)    Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

(b)    Securities or portions thereof for which payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities or Securities as to which the
Company’s obligations have been Discharged; and 
 (c)    Securities that have been paid pursuant to
Section 3.07(b) or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to a Responsible
Officer of the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Company; 

provided, however, that in determining whether the Holders of the requisite principal amount of Securities of a series Outstanding have
performed any action hereunder, Securities owned by the Company or any other obligor upon the Securities of such series or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such action, only Securities of such series that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon such
Securities or any Affiliate of the Company or of such other obligor. In determining whether the Holders of the requisite principal amount of Outstanding 

  
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Securities of a series have performed any action hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purpose 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 7.02 and the principal amount of a Security denominated in a Foreign
Currency that shall be deemed to be Outstanding for such purpose shall be the amount calculated pursuant to Section 3.11(b). 
 Paying Agent:

 The term “Paying Agent” shall have the meaning assigned to it in Section 6.02(a). 

Person: 
 The term
“Person” shall mean any individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or an agency or political subdivision
thereof or other entity. 
 Place of Payment: 

The term “Place of Payment” shall mean, when used with respect to the Securities of any series, the place or places where the
principal of and premium, if any, and interest on the Securities of that series are payable as specified pursuant to Section 3.01. 
 Predecessor
Security: 
 The term “Predecessor Security” shall mean, with respect to any Security, every previous Security
evidencing all or a portion of the same Indebtedness as that evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen Security. 
 Record Date: 

The term “Record Date” shall mean, with respect to any interest payable on any Security on any Interest Payment Date, any date
specified in such Security or pursuant to Section 3.01 with respect to such Security as the record date for the payment of interest. 
 Redemption
Date: 
 The term “Redemption Date” shall mean, when used with respect to any Security to be redeemed, in whole or in
part, the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant to Section 3.01, shall be an Interest Payment Date
only. 

  
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 Redemption Price: 

The term “Redemption Price,” when used with respect to any Security to be redeemed, in whole or in part, shall mean the price
at which it is to be redeemed pursuant to the terms of the applicable Security and this Indenture. 
 Registrar: 

The term “Registrar” shall have the meaning assigned to it in Section 3.05(a). 

Responsible Officers: 
 The term
“Responsible Officers” of the Trustee hereunder shall mean any officer of the Trustee with direct responsibility for the administration of this Indenture. 

SEC: 
 The term “SEC”
shall mean the United States Securities and Exchange Commission, as constituted from time to time. 
 Security: 

The term “Security” or “Securities” shall have the meaning stated in the recitals and shall more particularly
mean one or more of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture. 
 Security Custodian:

 The term “Security Custodian” shall mean the custodian with respect to any Global Security appointed by the
Depositary, or any successor Person thereto, and shall initially be the Trustee. 
 Securityholder; Holder of Securities; Holder: 

The term “Securityholder” or “Holder of Securities” or “Holder,” shall mean the Person in
whose name Securities shall be registered in the Register kept for that purpose hereunder. 
 Senior Indebtedness: 

The term “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x) Indebtedness of
the Company, whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of the Company which when incurred, and without respect to any election under
Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes,
and (e) any Indebtedness of the Company which is expressly subordinate in right of payment to any 

  
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other Indebtedness of the Company, and (y) renewals, extensions, modifications and refundings of any such Indebtedness. For purposes of the foregoing and the definition of “Senior
Indebtedness,” the phrase “subordinated in right of payment” means debt subordination only and not lien subordination, and accordingly, (i) unsecured indebtedness shall not be deemed to be subordinated in right of payment to
secured indebtedness merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements that provide for priorities among Holders of the same or different issues of indebtedness with
respect to any collateral or the proceeds of collateral shall not constitute subordination in right of payment. This definition may be modified or superseded by a supplemental indenture. 

Special Record Date: 
 The term
“Special Record Date” shall have the meaning assigned to it in Section 3.08(b)(i). 
 Stated Maturity: 

The term “Stated Maturity” when used with respect to any Security or any installment of interest thereon, shall mean the date
specified in such Security or pursuant to Section 3.01 with respect to such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security or such installment of interest is due and payable.

 Subsidiary: 
 The term
“Subsidiary,” when used with respect to any Person, shall mean with respect to any Person, a corporation, partnership association, joint venture, trust, limited liability company or other business entity which is required to be
consolidated with such Person in accordance with GAAP. 
 Successor Company: 

The term “Successor Company” shall have the meaning assigned to it in Section 3.06(i). 

Trust Indenture Act; TIA: 
 The term
“Trust Indenture Act” or “TIA” shall mean the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” or “TIA” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 

  
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 Trustee: 

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

U.S. Dollars: 
 The term
“U.S. Dollars” shall mean such currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts. 

U.S. Government Obligations: 
 The term
“U.S. Government Obligations” shall have the meaning assigned to it in Section 12.03(e). 
 United States: 

The term “United States” shall mean the United States of America, its territories and possessions, any State of the United
States and the District of Columbia. 
 ARTICLE 2 

FORMS OF SECURITIES 

Section 2.01.    Terms of the Securities. (a) The Securities of each series shall be substantially in the
form set forth in a Board Resolution, a Company Order or in one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, 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 securities exchange on which any series of the Securities may be listed or of any automated quotation system on which any such series
may be quoted, or to conform to usage, all as determined by any of the officers executing such Securities as conclusively evidenced by their execution of such Securities. 

(b)    The terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this
Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. 

Section 2.02.    Form of Trustee’s Certificate of Authentication. (a) Only such of the
Securities as shall bear thereon a certificate substantially in the form of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or
entitle the Holder thereof to any right or benefit under this Indenture. 

  
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 (b)    Each Security shall be dated the date of its authentication,
except that any Global Security shall be dated as of the date specified as contemplated in Section 3.01. 

(c)    The form of the Trustee’s certificate of authentication to be borne by the Securities shall be substantially
as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	Date of authentication:                                 	  	U.S. Bank National Association, as Trustee
		
	By:	  	
	Authorized Signatory	  	

 Section 2.03.    Form of Trustee’s Certificate of
Authentication by an Authenticating Agent. If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent to be borne
by Securities of each such series shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	Date of authentication:                                  	  	U.S. Bank National Association, as Trustee
		
	By:	  	[NAME OF AUTHENTICATING AGENT]
		  	as Authenticating Agent
	By:	  	
	Authorized Signatory	  	

 ARTICLE 3 

THE DEBT SECURITIES 

Section 3.01.    Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may
be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The title and terms on each series of Securities shall be as set forth in a Board Resolution, Company Order or in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series: 
 (a)    the title of the Securities
of the series (which shall distinguish the Securities of such series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued); 

  
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 (b)    any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.06,
3.07, 4.06, or 14.05); 
 (c)    the dates on which or periods during which the Securities of the series may be issued,
and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the method by which such date or dates shall be determined or extended; 

(d)    the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such
rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount outstanding of such series (including if such Securities were
originally issued at a discount), the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable, and the Record Dates
for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or
deferral; 
 (e)    if other than U.S. Dollars, the Foreign Currency in which Securities of the series shall be
denominated or in which payment of the principal of, premium, if any, or interest on the Securities of the series shall be payable and any other terms concerning such payment; 

(f)    if the amount of payment of principal of, premium, if any, or interest on the Securities of the series may be
determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be
determined; 
 (g)    if the principal of, premium, if any, or interest on Securities of the series are to be payable,
at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which,
such election may be made and the time and the manner of determining the exchange rate between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such
election is made; 
 (h)    the place or places, if any, in addition to or instead of the Corporate Trust Office of the
Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where
notices and demands to or upon the Company in respect of the Securities of such series may be made; 

  
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 (i)    the price or prices at which, the period or periods within which
or the date or dates on 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, if the Company is to have that option; 

(j)    the obligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to
any sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which or the date or dates on which, the Currency or Currencies in 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; 

(k)    if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in
which Securities of the series shall be issuable; 
 (l)    if other than the principal amount thereof, the portion of
the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02; 

(m)    the guarantors, if any, of the Securities of the series, and the extent of the guarantees (including provisions
relating to seniority, subordination, and the release of the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Securities; 

(n)    whether the Securities of the series are to be issued as Original Issue Discount Securities and the amount of
discount with which such Securities may be issued; 
 (o)    if the provisions of Article 12 hereof shall not be
applicable with respect to the Securities of such series; or any addition to or change in the provisions of Article 12 and, if the Securities of any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the
government obligations to be deposited with the Trustee pursuant to Section 12.08; 
 (p)    whether the Securities
of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which interests in such
Global Security or Global Securities may be exchanged in whole or in part for the individual securities represented thereby in definitive form registered in the name or names of Persons other than such Depositary or a nominee or nominees thereof
(“Individual Securities”); 
 (q)    the date as of which any Global Security of the series shall be
dated if other than the original issuance of the first Security of the series to be issued; 
 (r)    the form or forms
of the Securities of the series including such legends as may be required by applicable law; 

  
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 (s)    if the Securities of the series are to be convertible into or
exchangeable for any securities or property of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions or changes, if any, to permit or facilitate such
conversion or exchange; 
 (t)    whether the Securities of such series are subject to subordination and the terms of
such subordination (for avoidance of doubt, Article 15 shall not apply to the Securities of any series unless the terms of such series expressly state it applies); 

(u)    whether the Securities of such series are to be secured and the terms of such security; 

(v)    any restriction or condition on the transferability of the Securities of such series; 

(w)    any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to
Securities of such series; 
 (x)    any addition or change in the provisions related to supplemental indentures set
forth in Sections 14.01, 14.02 and 14.04 which applies to Securities of such series; 
 (y)    provisions, if any,
granting special rights to Holders upon the occurrence of specified events; 
 (z)    any addition to or change in the
Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any
addition or change in the provisions set forth in Article 7 which applies to Securities of the series; 
 (aa)    any
addition to or change in the covenants set forth in Article 6 which applies to Securities of the series; and 

(bb)    any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the
TIA, but may modify, amend, supplement or delete any of the terms of this Indenture with respect to such series). 
 All Securities of any one series shall
be substantially identical, except as to denomination and except as may otherwise be provided herein or set forth in a Board Resolution, a Company Order or in one or more indentures supplemental hereto. 

Unless otherwise specified with respect to the Securities of any series pursuant to this Section 3.01, the Company may, at its option, at any time and
from time to time, issue additional Securities of any series of Securities previously issued under this Indenture which together shall constitute a single series of Securities under this Indenture. 

Section 3.02.    Denominations. In the absence of any specification pursuant to Section 3.01 with respect
to Securities of any series, the Securities of such series shall be issuable only as Securities in denominations of $2,000 and any integral multiple of $1,000 in excess thereof, and shall be payable only in U.S. Dollars. 

  
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 Section 3.03.    Execution, Authentication, Delivery and
Dating. (a) The Securities shall be executed in the name and on behalf of the Company by the manual or facsimile signature of any Officer. If the Person whose signature is on a Security no longer holds that office at the time the Security
is authenticated and delivered, the Security shall nevertheless be valid. 
 (b)    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 Company Order for the authentication and delivery of such Securities and,
if required pursuant to Section 3.01, a supplemental indenture or Company Order setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate and deliver such Securities without any further action by the
Company. The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. 

(c)    In authenticating the first Securities of any series and accepting the additional responsibilities under this
Indenture in relation to such Securities the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel, each prepared in accordance with
Section 16.01 stating that the conditions precedent, if any, provided for in the Indenture have been complied with. 

(d)    The Trustee shall have the right to decline to authenticate and deliver the Securities under this Section 3.03
if the issue of the Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 

(e)    Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to
Section 3.01 with respect to the Securities of such series. 
 (f)    Notwithstanding the provisions of
Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once
prior to the authentication and delivery of the first Security of such series; 
 (g)    If the Company shall establish
pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global
Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, in the name of the
Depositary for such Global Security or Global Securities or the nominee of such Depositary, 

  
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(iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: 

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.” 
 The aggregate principal amount of each Global Security may from
time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. 

(h)    Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time
of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 

(i)    Members of, or participants in, the Depositary (“Members”) shall have no rights under this
Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary shall be treated by the Company, the Trustee, the Paying Agent and the Registrar and any
of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an
owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is
entitled to take under this Indenture or the Securities. 
 (j)    No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual
or facsimile signature of an authorized signatory of the Trustee or Authenticating Agent, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. 
 Section 3.04.    Temporary Securities.
(a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, typewritten, photocopied or otherwise
reproduced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the


  
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officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities,
representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same
manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. 
 (b)    If
temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such
series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 

(c)    Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the
Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the
principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. 

Section 3.05.    Registrar. (a) The Company will keep, at an office or agency to be maintained by it in a
Place of Payment where Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable (the “Registrar”), a security register for the registration and the registration of transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Indenture provided, which Register shall at all reasonable times be open for inspection by the Trustee. Such Register
shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars; the term “Registrar” includes any co-registrar. 
 (b)    The Company shall enter into an appropriate agency agreement
with any Registrar or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and
address of each such agent. If the Company fails to maintain a Registrar for any series, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 11.01. The Company or any Affiliate thereof
may act as Registrar, co-Registrar or transfer agent. 

  
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 (c)    The Company hereby appoints the Trustee at its Corporate Trust
Office as Registrar in connection with the Securities and this Indenture, until such time as another Person is appointed as such. 

Section 3.06.    Transfer and Exchange. (a) Transfer. 

(i)    Upon surrender for registration of transfer of any Security of any series at the Registrar the
Company shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series for like aggregate principal amount of any authorized
denomination or denominations. The transfer of any Security shall not be valid as against the Company or the Trustee unless registered at the Registrar at the request of the Holder, or at the request of his, her or its attorney duly authorized in
writing. 
 (ii)    Notwithstanding any other provision of this Section, unless and until it is exchanged
in whole or in part for the Individual Securities represented thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 

(b)    Exchange. 

(i)    At the option of the Holder, Securities of any series (other than a Global Security, except as set
forth below) may be exchanged for other Securities of the same series for like aggregate principal amount of any authorized denomination or denominations, upon surrender of the Securities to be exchanged at the Registrar. 

(ii)    Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
or Authenticating Agent shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. 

(c)    Exchange of Global Securities for Individual Securities. Except as provided below, owners of beneficial interests
in Global Securities will not be entitled to receive Individual Securities. 
 (i)    Individual
Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if: (A) at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03(h) and, in each case, a successor Depositary is not appointed by the
Company within 90 days of such notice, or (B) the Company executes and delivers to the Trustee and the Registrar an Company Order stating that such Global Security shall be so exchangeable. 

  
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 In connection with the exchange of an entire Global Security for Individual Securities
pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
Individual Securities of such series, will authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Individual Securities
of authorized denominations. 
 (ii)    The owner of a beneficial interest in a Global Security will be
entitled to receive an Individual Security in exchange for such interest if an Event of Default has occurred and is continuing. Upon receipt by the Security Custodian and Registrar of instructions from the Holder of a Global Security directing the
Security Custodian and Registrar to (x) issue one or more Individual Securities in the amounts specified to the owner of a beneficial interest in such Global Security and (y) debit or cause to be debited an equivalent amount of beneficial
interest in such Global Security, subject to the rules and regulations of the Depositary: 
 (A)    the
Security Custodian and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and amount of such beneficial interest in such Global Security; 

(B)    the Company shall promptly execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Individual Securities of such series, shall authenticate and deliver to such beneficial owner Individual Securities in an equivalent amount to such beneficial interest in such Global Security; and 

(C)    the Security Custodian and Registrar shall decrease such Global Security by such amount in
accordance with the foregoing. In the event that the Individual Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such Individual Securities, the
Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial Holder of Securities to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial Holder’s Securities as if such Individual Securities had been issued. 

(iii)    If specified by the Company pursuant to Section 3.01 with respect to a series of Securities,
the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Individual Securities of such series on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, 

  
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 (A)    to each Person specified by such Depositary a new
Individual Security or new Individual Securities of the same series, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security;
and 
 (B)    to such Depositary a new Global Security in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the aggregate principal amount of Individual Securities delivered to Holders thereof. 

(iv)    In any exchange provided for in clauses (i) through (iii), the Company will execute and the
Trustee will authenticate and deliver Individual Securities in registered form in authorized denominations. 

(v)    Upon the exchange in full of a Global Security for Individual Securities, such Global Security shall
be canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. 

(d)    All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the
Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered for such registration of transfer or exchange. 

(e)    Every Security presented or surrendered for registration of transfer, or for exchange or payment shall (if so
required by the Company, the Trustee or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or
by his, her or its attorney duly authorized in writing. 
 (f)    No service charge will be made for any registration of
transfer or exchange of Securities. The Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or charge to the Holders. 

(g)    The Company shall not be required to (i) register, transfer or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of Securities of such series 

  
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selected for redemption under Section 4.02 and ending at the close of business on the day of such transmission, or (ii) register, transfer or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 (h)    In case
a successor Company (“Successor Company”) has executed an indenture supplemental hereto with the Trustee pursuant to Section 6.04, any of the Securities previously authenticated or delivered may, from time to time, at the
request of the Successor Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be
authenticated and delivered in any new name of a Successor Company pursuant to this Section 3.06 in exchange or substitution for or upon registration of transfer of any Securities, such Successor Company, at the option of the Holders but
without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. 

(i)    The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

(j)    Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken
by the Depositary. 
 Section 3.07.    Mutilated, Destroyed, Lost and Stolen Securities. (a) If (i) any
mutilated Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company
and the Trustee security or indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the Company nor the Trustee receives notice that such Security has been acquired by a protected purchaser, then the Company
shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal
amount, bearing a number not contemporaneously outstanding, such that neither gain nor loss in interest shall result from such exchange or substitution. 

(b)    In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay the amount due on such Security in accordance with its terms. 

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

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

Section 3.08.    Payment of Interest; Interest Rights Preserved. (a) Interest on any Security that is
payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such
interest notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the Record Date. Payment of interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to
Section 3.01) or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or, in accordance with arrangements satisfactory to the Trustee, by wire transfer to an
account designated by the Holder. 
 (b)    Any interest on any Security that is payable but is not punctually paid or
duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his, her or its having been such a Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below: 

(i)    The Company may elect to make payment of any Defaulted Interest 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 (a “Special Record Date”), 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 an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 calendar days and
not less than 

  
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10 calendar days prior to the date of the proposed payment and not less than 10 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of such
Securities in the manner set forth in Section 16.04, not less than 10 calendar 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 as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (ii). 
 (ii)    The Company may make payment of any Defaulted Interest on
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, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

(c)    Subject to the provisions set forth herein relating to Record Dates, each Security delivered pursuant to any
provision of this Indenture in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

Section 3.09.    Cancellation. Unless otherwise specified pursuant to Section 3.01 for Securities of any
series, all Securities surrendered for payment, redemption, registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation
and shall be promptly canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the
Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in accordance with its then customary procedures and deliver a certificate of such disposal to the Company upon its request therefor.
The acquisition of any Securities by the Company shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation. 

Section 3.10.    Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for
Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 

  
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 Section 3.11.    Currency of Payments in Respect of
Securities. (a) Except as otherwise specified pursuant to Section 3.01 for Securities of any series, payment of the principal of and premium, if any, and interest on Securities of such series will be made in U.S. Dollars. 

(b)    For purposes of any provision of the Indenture where the Holders of Outstanding Securities may perform an action
that requires that a specified percentage of the Outstanding Securities of all series perform such action and for purposes of any decision or determination by the Trustee of amounts due and unpaid for the principal of and premium, if any, and
interest on the Securities of all series in respect of which moneys are to be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding Securities denominated in a Foreign Currency will be the amount in U.S. Dollars
based upon exchange rates, determined as specified pursuant to Section 3.01 for Securities of such series, as of the date for determining whether the Holders entitled to perform such action have performed it or as of the date of such decision
or determination by the Trustee, as the case may be. 
 (c)    Any decision or determination to be made regarding
exchange rates shall be made by an agent appointed by the Company; provided, that such agent shall accept such appointment in writing and the terms of such appointment shall, in the opinion of the Company at the time of such appointment,
require such agent to make such determination by a method consistent with the method provided pursuant to Section 3.01 for the making of such decision or determination. All decisions and determinations of such agent regarding exchange rates
shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders of the Securities. 

Section 3.12.    Judgments. The Company may provide pursuant to Section 3.01 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 U.S. Dollars (the “Designated Currency”) as may be specified
pursuant to Section 3.01 is of the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation of the Company to make
payments in the Designated Currency of the principal of and premium, if any, and interest on such Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of
the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum 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 (in the case of a composite currency) immediately following the day on which such Holder 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. 

  
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 Section 3.13.    CUSIP Numbers. The Company in issuing any
Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption or exchange with respect to such series 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, ISIN or other similar numbers. 

ARTICLE 4 

REDEMPTION OF SECURITIES 

Section 4.01.    Applicability of Right of Redemption. Redemption of Securities (other than pursuant to a
sinking fund, amortization or analogous provision) permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article;
provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern. 

Section 4.02.    Selection of Securities to be Redeemed. (a) If the Company shall at any time elect to
redeem all or any portion of the Securities of a series then Outstanding, it shall at least 15 days prior to the Redemption Date fixed by the Company (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as the Trustee shall deem appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. In any case where more than one Security of such series is registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one Security of such series. The
Trustee shall, as soon as practicable, notify the Company in writing of the Securities and portions of Securities so selected. 

(b)    For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the
redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that has been or is to be redeemed. If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 

Section 4.03.    Notice of Redemption. (a) Notice of redemption shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company, not less than 15 nor more than 60 days prior to the Redemption Date (unless a shorter period shall be satisfactory to the Trustee), to the Holders of Securities


  
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of any series to be redeemed in whole or in part pursuant to this Article, in the manner provided in Section 16.04. Any notice so given shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. Failure to give such notice, or any defect in such notice to the Holder of any Security of a series designated for redemption, in whole or in part, shall not affect the sufficiency of any notice
of redemption with respect to the Holder of any other Security of such series. 
 (b)    All notices of redemption shall
identify the Securities to be redeemed (including CUSIP, ISIN or other similar numbers, if available along with the statement in Section 3.13) and shall state: 

(i)    such election by the Company to redeem Securities of such series pursuant to provisions contained in
this Indenture or the terms of the Securities of such series or a supplemental indenture establishing such series, if such be the case; 

(ii)    the Redemption Date; 

(iii)    the Redemption Price; 

(iv)    if less than all Outstanding Securities of any series are to be redeemed, the identification (and,
in the case of partial redemption, the principal amounts) of the Securities of such series to be redeemed; 

(v)    that on the Redemption Date the Redemption Price will become due and payable upon each such Security
to be redeemed, and that, if applicable, interest thereon shall cease to accrue on and after said date; 

(vi)    the Place or Places of Payment where such Securities are to be surrendered for payment of the
Redemption Price; 
 (vii)    that the redemption is for a sinking fund, if such is the case; and 

(viii)    the applicable conditions to such redemption, if any. 

A notice of redemption published as contemplated by Section 16.04 need not identify particular Securities to be redeemed. 

Notice of redemption of such Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company. 
 Section 4.04.    Deposit of Redemption Price. On
or prior to 11:00 a.m., New York City time, on the Redemption Date for any Securities, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 6.03) an amount of money in the Currency in which such Securities are denominated (except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof that are to be
redeemed on that date. 

  
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 Section 4.05.    Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, any Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall Default in the payment of the
Redemption Price) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price; provided, however,
that (unless otherwise provided pursuant to Section 3.01) installments of interest that have a Stated Maturity on or prior to the Redemption Date for such Securities shall be payable according to the terms of such Securities and the provisions
of Section 3.08. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal
thereof and premium, if any, thereon shall, until paid, bear interest from the Redemption Date at the rate borne by or prescribed in such Securities. 

Section 4.06.    Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the Company as is specified in the notice of redemption with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee duly executed by the Holder thereof or his, her or its attorney duly authorized in writing, and the Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case of a Security providing appropriate space for such notation, at the
option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a notation on such Security of the payment of the redeemed portion thereof. 

Section 4.07.    Mandatory Disposition of Securities Pursuant to Gaming Laws. Notwithstanding any other
provision in this Indenture, if any Gaming Authority requires that a Holder or beneficial owner of the Securities must be licensed, qualified or found suitable under any applicable Gaming Laws in order to maintain any Gaming License or franchise of
the Company or any of its subsidiaries under any applicable Gaming Laws, and the Holder or beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so by the Gaming Authority
(or such lesser period that may be required by such Gaming Authority) or if such Holder or beneficial owner is denied such license or qualification or found not to be suitable, the Company shall have the right, at its option, (a) to require
such Holder or beneficial owner 

  
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to dispose of such Holder’s or beneficial owner’s Securities within 30 days of receipt of such finding by the applicable Gaming Authority (or such earlier date as may be required by the
applicable Gaming Authority) or (b) to call for redemption the Securities of such Holder or beneficial owner at a redemption price equal to (i) the lesser of (A) 100% of the principal amount thereof or (B) the price at which such
Holder or beneficial owner acquired the Securities, together with, in each case, accrued and unpaid interest to the earlier of the date of redemption or such earlier date as may be required by the Gaming Authority or the date of the finding of
unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority or (ii) such other price as may be ordered by the Gaming Authority. In connection with such
redemption, and except as may be required by a Gaming Authority, the Company shall comply with the procedures contained in the Securities for the redemption of the Securities. Immediately upon a determination that a Holder or beneficial owner will
not be licensed, qualified or found suitable, the Holder or beneficial owner will have no further rights (A) to exercise any right conferred by the Securities, directly or indirectly, through any trustee, nominee or any other Person or
(B) to receive any interest or other distribution or payment with respect to the Securities except the redemption price of the Securities described in this paragraph. Under this Indenture, the Company is not required to pay or reimburse any
Holder of the Securities or beneficial owner who is required to apply for such license, qualification or finding of suitability for the costs of the licensure or investigation for such qualification or finding of suitability. 

ARTICLE 5 
 SINKING
FUNDS 
 Section 5.01.    Applicability of Sinking Fund. (a) Redemption of Securities
permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article, except as otherwise
specified pursuant to Article 4 for Securities of such series, provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern. 

(b)    The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein
referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided
for by the terms of Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02. 

Section 5.02.    Mandatory Sinking Fund Obligation. The Company may, at its option, satisfy any Mandatory
Sinking Fund Payment obligation, in whole or in part, with respect to a particular series of Securities by (a) delivering to the Trustee Securities of such series in transferable form theretofore purchased or otherwise acquired by the Company
or redeemed at the election of the Company pursuant to Article 4 or (b) receiving credit for Securities of such series (not previously so credited) acquired by the 

  
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Company and theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it shall deliver to the
Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s Certificate, which shall designate the Securities (and portions thereof, if any) so delivered or credited and which shall be accompanied by such
Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Company, at or before the time so required, to give such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall
be paid entirely in moneys. 
 Section 5.03.    Optional Redemption at Sinking Fund Redemption Price.
In addition to the sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking Fund Payment with respect to such
Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward to any subsequent
year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any year
it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s Certificate stating that the Company will exercise such optional right, and specifying the amount which the Company will pay on
or before the next succeeding sinking fund payment date. Such Officer’s Certificate shall also state that no Event of Default has occurred and is continuing. 

Section 5.04.    Application of Sinking Fund Payment. (a) If the sinking fund payment or payments made in
funds pursuant to either Section 5.02 or 5.03 with respect to a particular series of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser sum if
the Company shall so request, or such equivalent sum for Securities denominated other than in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such payment
shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified pursuant to Section 4.03(b). The Trustee shall
select, in the manner provided in Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of
the Company, thereupon cause notice of redemption of the Securities to be given in substantially the manner provided in Section 4.03 for the redemption of Securities in part at the option of the Company, except that the notice of redemption
shall also state that the Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be added to the next sinking fund payment received in funds by
the Trustee and, together with such payment, shall be applied in accordance with the 

  
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provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for the
payment or redemption of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity. 

(b)    On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest
accrued to but not including the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04. 

(c)    The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on any Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence of this
paragraph) of which a Responsible Officer of the Trustee has actual knowledge, except that if the notice of redemption of any Securities of such series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall
redeem such Securities if funds sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund at the time any such Default or Event of Default shall
occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such Default or Event of Default, be held as security for the payment of all the Securities of such series; provided, however, that in case
such Default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of this
Section 5.04. 
 ARTICLE 6 

PARTICULAR COVENANTS OF THE COMPANY 

The Company hereby covenants and agrees as follows: 

Section 6.01.    Payments of Securities. The Company will duly and punctually pay the principal of and
premium, if any, on each series of Securities, and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in this Indenture. 

Section 6.02.    Paying Agent. (a) The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities 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 (other than service of process) to
or upon the Company in respect of the Securities and this Indenture may be served (the “Paying Agent”). The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands (other than service of process) may be
made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as Paying Agent to receive all presentations, surrenders, notices and demands. 

  
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 (b)    The Company may also from time to time designate different or
additional offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or
rescission of designation and of any change in the location of any such different or additional office or agency. The Company shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. The Company or any Affiliate thereof may act as Paying Agent. 

Section 6.03.    To Hold Payment in Trust. (a) If the Company or an Affiliate thereof shall at any time
act as Paying Agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for
redemption shall become payable, the Company or such Affiliate will segregate and hold in trust for the benefit of the Holders of such Securities or the Trustee a sum sufficient to pay such principal and premium, if any, or interest which shall have
so become payable until such sums shall be paid to such Holders or otherwise disposed of as herein provided, and will notify the Trustee of its action or failure to act in that regard. Upon any proceeding under any federal bankruptcy laws with
respect to the Company or any Affiliate thereof, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company or such Affiliate as Paying Agent. 

(b)    If the Company shall appoint, and at the time have, a Paying Agent for the payment of the principal of and premium,
if any, or interest on any series of Securities, then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether
by their terms or as a result of the calling thereof for redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such principal and premium, if any, or interest, such sum to be held in trust for the benefit of the Holders
of such Securities or the Trustee, and (unless such Paying Agent is the Trustee), the Company or any other obligor of such Securities will promptly notify the Trustee of its payment or failure to make such payment. 

(c)    If the Paying Agent shall be other than the Trustee, the Company will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 6.03, that such Paying Agent shall: 

(i)    hold all moneys held by it for the payment of the principal of and premium, if any, or interest on
the Securities of that series in trust for the benefit of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposed of as herein provided; 

  
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 (ii)    give to the Trustee notice of any Default by the
Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series; and 

(iii)    at any time during the continuance of any such Default, upon the written request of the Trustee,
pay to the Trustee all sums so held in trust by such Paying Agent. 
 (d)    Anything in this Section 6.03 to the
contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or by
any Paying Agent other than the Trustee as required by this Section 6.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent. 

(e)    Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of and premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company upon Company Order
along with any interest that has accumulated thereon as a result of such money being invested at the direction of the Company, or (if then held by the Company) shall be discharged from such trust, and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such amounts without interest thereon, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 6.04.    Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities: 
 (a)    The Company will not consolidate with any other
entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company
shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by
indenture supplemental hereto, executed and delivered by such entity prior to 

  
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or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities,
according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; (ii) immediately
after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture;
(iii) such transaction will not result in the loss or suspension or material impairment of any material Gaming License of the Company or its Subsidiaries; and (iv) such transaction would not require any Holder of Securities (other than any
Person acquiring the Company or its assets and any affiliate thereof) to obtain a Gaming License or be qualified under the law of any applicable gaming jurisdiction; provided that such Holder would not have been required to obtain a Gaming
License or be qualified under the laws of any applicable gaming jurisdiction in the absence of such transaction. 

(b)    Upon any consolidation with or merger into any other entity, or any sale, conveyance, transfer or lease of all or
substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under
this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and
effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore
have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated. 

Section 6.05.    Compliance Certificate. Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, the Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from an Officer as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture (which compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture) and, in the event of any Default, specifying each such Default and the
nature and status thereof of which such person may have knowledge. Such certificates need not comply with Section 16.01 of this Indenture. 

  
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 Section 6.06.    Conditional Waiver by Holders of
Securities. Anything in this Indenture to the contrary notwithstanding, the Company may fail or omit in any particular instance to comply with a covenant or condition set forth herein with respect to any series of Securities if the Company shall
have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided in Article 8) of the consent of the Holders of a majority in aggregate principal amount of the Securities of such series at the time
Outstanding (except as to a covenant or condition which under Section 14.02 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected, in which case the consent of the Holder of each
Outstanding Security of such series affected shall be required), either waiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, or impair any right consequent thereon and, until such waiver shall have become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect. 
 Section 6.07.    Statement by Officers as to Default. The Company shall
deliver to the Trustee as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with the giving of notice or the lapse of time or both, would constitute an Event
of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default and the action which the Company proposes to take with respect thereto. Such certificates need not comply with Section 16.01 of this
Indenture. 
 ARTICLE 7 

REMEDIES OF TRUSTEE AND SECURITYHOLDERS 

Section 7.01.    Events of Default. Except where otherwise indicated by the context or where the term is
otherwise defined for a specific purpose, the term “Event of Default” as used in this Indenture with respect to Securities of any series shall mean any of the following described events unless it is either inapplicable to a
particular series or it is specifically deleted or modified in the manner contemplated in Section 3.01: 

(a)    the failure of the Company to pay any installment of interest on any Security of such series when and as the same
shall become payable, which failure shall have continued unremedied for a period of 30 days; 
 (b)    the failure of
the Company to pay the principal of (and premium, if any, on) any Security of such series, when and as the same shall become payable, whether at Maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), upon
acceleration under this Indenture or otherwise; 
 (c)    the failure of the Company to pay a sinking fund installment,
if any, when and as the same shall become payable by the terms of a Security of such series, which failure shall have continued unremedied for a period of 30 days; 

(d)    the failure of the Company, subject to the provisions of Section 6.06, to perform any covenants or satisfy any
conditions contained in this Indenture (or the terms of the Securities of such series or a supplemental indenture establishing such series) 

  
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(other than a covenant or condition which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series and other than a covenant or
condition a default in the performance of which is elsewhere in this Section 7.01 specifically addressed), which failure shall not have been remedied, or without provision deemed to be adequate for the remedying thereof having been made, for a
period of 90 days after written notice shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of such series then
Outstanding, specifying such failure, requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder; 

(e)    the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company
in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state 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 or of substantially all the property of the Company or ordering the winding-up or liquidation of its affairs and such decree or
order shall remain unstayed and in effect for a period of 90 consecutive days; 
 (f)    the commencement by the Company
of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an
order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of
substantially all the property of the Company or the making by it of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any action; 
 (g)    the revocation, termination, suspension or other cessation of
effectiveness of any Nevada or Macao Gaming License, which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days; or 

(h)    the occurrence of any other Event of Default with respect to Securities of such series as provided in
Section 3.01; 
 provided, however, that no event described in clause (d) or (other than with respect to a payment default) (h)
above shall constitute an Event of Default hereunder until the Trustee or the Holders of 25% or more in aggregate principal amount of the Securities of such series the Outstanding, notify the Company (and the Trustee in case of notice by the
Holders) of the Default, specifying the Default, requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder. 

  
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 Section 7.02.    Acceleration; Rescission and Annulment.
(a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the above-described Events of Default (other than an Event of Default specified in Section 7.01(e) or
7.01(f)) shall happen with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the
Securities of such series then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of and all
accrued and unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such acceleration such principal amount
(or specified amount) and accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in Section 7.01(e) or 7.01(f) occurs and is continuing, then in every such case, the principal amount (or,
if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified by the terms of that series) of and accrued and unpaid interest on all of the Securities of that series then
Outstanding shall automatically, and without any acceleration or any other action on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated
(except as otherwise provided pursuant to Section 3.01), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. 

(b)    The provisions of Section 7.02, however, are subject to the condition that, at any time after the principal
and accrued and unpaid interest on all the Securities of such series, to which any one or more of the above-described Events of Default is applicable, shall have been so declared to be or shall have automatically become due and payable, and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, Holders of a majority in principal amount of the Securities of that series then Outstanding, by written notice to the Company
and the Trustee, may rescind and annual such acceleration if: 
 (i)    the Company has paid or deposited
with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to the last paragraph of Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay: 

(A)    all amounts owing the Trustee and any predecessor trustee hereunder under in Section 11.01(a)
(provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); 

(B)    all accrued and unpaid interest, if any, upon all the Securities of such series with interest
thereon to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by or prescribed in such Securities; 

  
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 (C)    the principal of and accrued and unpaid premium,
if any, on any Securities of such series that have become due otherwise than by such acceleration with interest thereon to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by or
prescribed in such Securities; and 
 (ii)    every other Default and Event of Default with respect to
Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such acceleration, have been cured or waived as provided in
Section 7.06. 
 (c)    No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
 (d)    For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount
Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such acceleration, unless such acceleration has been rescinded and annulled, the principal amount of such Original Issue
Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and
payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 

Section 7.03.    Other Remedies. If the Company shall fail for a period of 30 days to pay any installment of
interest on the Securities of any series or shall fail to pay any principal of and premium, if any, on any of the Securities of such series when and as the same shall become due and payable, whether at Maturity, or by call for redemption (other than
pursuant to the sinking fund), by acceleration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series of Securities, then, upon demand of the Trustee, the Company
will pay to the Paying Agent for the benefit of the Holders of Securities of such series then Outstanding the whole amount which then shall have become due and payable on all the Securities of such series for principal, premium, if any, and accrued
and unpaid interest, with interest (so far as the same may be legally enforceable) on the overdue principal and on the overdue premium, if any, and accrued and unpaid interest at the rate borne by or prescribed in such Securities, and all amounts
owing the Trustee and any predecessor trustee hereunder under Section 11.01(a). 
 In case the Company shall fail forthwith to pay such
amounts 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 proceeding at law or in equity for the collection of the sums 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 other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of
the property of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all
amounts owing the Trustee and any predecessor trustee 

  
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hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action
upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. 

Section 7.04.    Trustee as
Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by receiving and holding the same, shall be conclusively deemed to
have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in Default in
respect of the payment of the principal of, premium, if any, or interest on, any of the Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other
papers and documents and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding and to collect
and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in
order to enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such
proceeding is hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any such
payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall be deemed
to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment affecting the Securities or the rights of any Holder thereof, or to authorize or empower the
Trustee to vote in respect of the claim of any Holder of any Securities in any such proceeding. 

Section 7.05.    Priorities. Any moneys or properties collected by the Trustee with respect to a series of
Securities under this Article 7 shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in the case of the distribution of such moneys or properties on account of the
Securities of any series, upon presentation of the Securities of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: 

First: To the payment of all amounts due to the Trustee and any predecessor trustee hereunder under Section 11.01(a). 

  
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 Second: Subject to Article 15 (to the extent applicable to any series of Securities then
outstanding), to the payment of the amounts then due and unpaid for principal of and any premium and interest on the Outstanding Securities of such series in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such Outstanding Securities for principal and any premium and interest, respectively. 

Any surplus then remaining shall be paid to the Company or as directed by a court of competent jurisdiction. 

Section 7.06.    Control by Securityholders; Waiver of Past Defaults. The Holders of a majority in principal
amount of the Securities of any series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee pursuant to this Indenture, or of exercising any trust or power hereby
conferred upon the Trustee pursuant to this Indenture with respect to the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right to decline to follow
any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in personal liability.
Prior to any acceleration of the Maturity of the Securities of any series, the Holders of a majority in aggregate principal amount of such series of Securities at the time Outstanding may on behalf of the Holders of all of the Securities of such
series waive any past Default or Event of Default hereunder and its consequences except a Default in the payment of interest or any premium on or the principal of the Securities of such series and except as to a covenant or condition which under
Section 14.02 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected, in which case the consent of the Holder of each Outstanding Security of such series affected shall be required
for such waiver. Upon any such waiver 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 Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.06, said Default or Event of Default shall for all purposes of
the Securities of such series and this Indenture be deemed to have been cured and to be not continuing. 

Section 7.07.    Limitation on Suits. No Holder of any Security of any series shall have any right to
institute any action, suit or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each case with respect to an Event of Default with respect to such
series of Securities, unless such Holder previously shall have given to the Trustee written notice of one or more of the Events of Default herein specified with respect to such series of Securities, and unless also the Holders of 25% or more in
principal amount of the Securities of such series then Outstanding shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless also there shall have been offered to the Trustee security and indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 

  
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days after receipt of such notification, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and such notification, request and offer
of indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any Holder of any Security of such series; it being understood and intended that no one or more of the Holders of Securities of
such series shall have any right in any manner whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner herein provided, and that every action, suit or proceeding at law or in equity shall be instituted, had
and maintained in the manner herein provided and for the equal benefit of all Holders of the Outstanding Securities of such series; provided, however, that nothing in this Indenture or in the Securities of such series shall affect or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such series to the respective Holders of such Securities at the respective due dates in such
Securities stated, or affect or impair the right, which is also absolute and unconditional, of such Holders to institute suit to enforce the payment thereof. 

Section 7.08.    Undertaking for Costs. All parties to this Indenture and each Holder of any Security, by such
Holder’s acceptance thereof, shall be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the enforcement of any right or remedy under this Indenture, or in any action, suit or proceeding
against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party
litigant; provided, however, that the provisions of this Section 7.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or more Holders of
Securities holding in the aggregate more than 10% in principal amount of the Securities of any series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of any series for the enforcement of the payment of the
principal of or premium, if any, or the interest on, any of the Securities of such series, on or after the respective due dates expressed in such Securities. 

Section 7.09.    Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities of any series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission of the Trustee or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be
a waiver of any such Default or Event of Default or an acquiescence therein; and every power and remedy given by this Article 7 to the Trustee and to the Holders of Securities of any series, respectively, may be exercised from time to time and as
often as may be deemed expedient by the Trustee or by the Holders of Securities of such series, as the case may be. In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any right under this Indenture and the
proceedings for the 

  
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enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder of Securities,
then and in every such case the Company, the Trustee and the Holders of the Securities of such series shall severally and respectively be restored to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the
Trustee and the Holders of the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated. 

ARTICLE 8 

CONCERNING THE SECURITYHOLDERS 

Section 8.01.    Evidence of Action of Securityholders. Whenever in this Indenture it is provided that the
Holders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series of Securities 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 specified percentage or majority have joined therein may be evidenced by (a) any instrument or any number of instruments of similar tenor
executed by Securityholders in person, by an agent or by a proxy appointed in writing, including through an electronic system for tabulating consents operated by the Depositary for such series or otherwise (such action becoming effective, except as
herein otherwise expressly provided, when such instruments or evidence of electronic consents are delivered to the Trustee and, where it is hereby expressly required, to the Company), or (b) by the record of the Holders of Securities voting in
favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders. 

Section 8.02.    Proof of Execution or Holding of Securities. Proof of the execution of any instrument by a
Securityholder or his, her or its 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 Person of any such instrument may be proved (i) by the certificate
of any notary public or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such jurisdiction, that the Person who signed such instrument did acknowledge before such
notary public or other officer the execution thereof, or (ii) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a Person acting in other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. 
 (b)    The
ownership of Securities of any series shall be proved by the Register of such Securities or by a certificate of the Registrar for such series. 

  
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 (c)    The record of any Holders’ meeting shall be proved in the
manner provided in Section 9.06. 
 (d)    The Trustee may require such additional proof of any matter referred to
in this Section 8.02 as it shall deem appropriate or necessary, so long as the request is a reasonable one. 

(e)    If the Company shall solicit from the Holders of Securities of any series any action, the Company may, at its
option fix in advance a record date for the determination of Holders of Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a
record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed to be Holders of Securities for the purpose of
determining whether Holders of the requisite proportion of Outstanding Securities of such series have authorized or agreed or consented to such action, and for that purpose the Outstanding Securities of such series shall be computed as of such
record date. 
 Section 8.03.    Persons Deemed Owners. (a) The Company, the Trustee or any of their
agents shall treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest, if any, on, such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any of their agents shall be affected by notice to the contrary. All payments made to any Holder, or upon his, her or its order,
shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability for moneys payable upon such Security. 

(b)    None of the Company, the Trustee, or any of their agents 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.    Effect of Consents. After an amendment, supplement, waiver or other action becomes effective
as to any series of Securities, a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Securities or portion thereof, and of any Security
issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Security. 

  
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 ARTICLE 9 

SECURITYHOLDERS’ MEETINGS 

Section 9.01.    Purposes of Meetings. A meeting of Securityholders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article 9 for any of the following purposes: 
 (a)    to
give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article 8; 
 (b)    to remove the Trustee and nominate a successor
trustee pursuant to the provisions of Article 11; 
 (c)    to consent to the execution of an Indenture or of indentures
supplemental hereto pursuant to the provisions of Section 14.02; or 
 (d)    to take any other action authorized
to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. 

Section 9.02.    Call of Meetings by Trustee. The Trustee may at any time call a meeting of all
Securityholders of any or all series that may be affected by the action proposed to be taken, to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the
Securityholders of a series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed at the expense of the Company to Holders of Securities of such series at their
addresses as they shall appear on the Register of the Company. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. 

Section 9.03.    Call of Meetings by Company or Securityholders. In case at any time the Company or the
Holders of at least 10% in aggregate principal amount of the Securities of any or all series then Outstanding that may be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such
series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02. 

Section 9.04.    Qualifications for Voting. To be entitled to vote at any meeting of Securityholders, a Person
shall (a) be a Holder of one or more Securities affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such Securities. The only Persons who
shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and
its counsel. Unless otherwise expressly provided pursuant to Section 3.01 with respect to the Securities of any series, any vote, consent, waiver or other action given or taken by the Holders of any series of Securities at a meeting shall be
given or taken, as the case may be, by the Holders of such series of Securities as a separate class. 

  
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 Section 9.05.    Regulation of Meetings.
(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall
deem fit. 
 (b)    The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless
the meeting shall have been called by the Company or by Securityholders as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A
permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. 

(c)    At any meeting of Securityholders of a series, each Securityholder of such series of such Securityholder’s
proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series Outstanding held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. If the Securities of any series are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount
of less than $1,000 shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting shall have no right to vote other than by virtue of Securities of
such series held by him or her or instruments in writing as aforesaid duly designating him or her as the Person to vote on behalf of other Securityholders. At any meeting of the Securityholders of any series duly called pursuant to the provisions of
Section 9.02 or 9.03, the presence of Persons holding or representing Securities of such series in an aggregate principal amount sufficient to take action as it concerns the Securities of such series upon the business for the transaction of
which such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned
without further notice. 
 Section 9.06.    Voting. The vote upon any resolution submitted to any meeting of
Securityholders of a series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts of the Securities of such series held or
represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be


  
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attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. 

Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

Section 9.07.    No Delay of Rights by Meeting. Nothing contained in this Article 9 s hall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series. 

ARTICLE 10 
 REPORTS
BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’ LISTS 

Section 10.01.    Reports by Trustee. (a) So long as any Securities are outstanding, the Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided therein. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within 60 days after each May 15, beginning with the May 15 following the date of this Indenture deliver to Holders a brief report which complies with the provisions of such Section 313(a). 

(b)    The Trustee shall, at the time of the transmission to the Holders of Securities of any report pursuant to the
provisions of this Section 10.01, file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with the SEC in respect of a Security listed and registered on a national securities exchange, if any.
The Company agrees to notify the Trustee when, as and if the Securities become listed on any stock exchange or any delisting thereof. 

(c)    The Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report
pursuant to the provisions of this Section 10.01 and of Section 10.02. 
 Section 10.02.    Reports by
the Company. The Company shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided in the Trust Indenture Act; provided that, unless available on EDGAR, any such information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with
the Trustee within 30 days after the same is filed with the SEC. 

  
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 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 actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 

Section 10.03.    Securityholders’ Lists. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee: 
 (a)    semi-annually, within 15 days after each Record Date, but in
any event not less frequently than semi-annually, a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of Securities to which such Record Date applies, as of such Record Date, and 

(b)    at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be required to be
furnished. 
 ARTICLE 11 

CONCERNING THE TRUSTEE 

Section 11.01.    Rights of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by
this Indenture (a) upon the terms and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities agree: 

The Trustee shall be entitled to such compensation as the Company and the Trustee shall from time to time agree in writing for all services
rendered by it hereunder (including in any agent capacity in which it acts). The compensation of the Trustee shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee (including the reasonable
expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, bad faith or willful misconduct. 

The Company also agrees to indemnify each of the Trustee and any predecessor Trustee hereunder, and their respective officers, directors,
employees and agents for, and to hold it harmless against, any and all loss, liability, damage, claim, or expense incurred without its own negligence, bad faith or willful misconduct, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder and the 

  
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performance of its duties (including in any agent capacity in which it acts), as well as the costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except those attributable to its negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel of its selection and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld. 
 As security for the performance of the obligations of the Company
under this Section 11.01(a) , the Trustee shall have a lien upon all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee to pay principal of, premium and interest on any Securities.
Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company to compensate and indemnify the Trustee under this Section 11.01(a) shall survive the resignation or removal of the Trustee, the termination of
this Indenture and any satisfaction and discharge under Article 12. When the Trustee incurs expenses or renders services after an Event of Default specified in clause (e) or (f) of Section 7.01 occurs, the expenses and compensation for the
services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or similar laws. 

(b)    The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its
agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 

(c)    The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the
Securities (except its certificates of authentication thereon) contained, all of which are made solely by the Company; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution
or sufficiency of this Indenture or of the Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect thereto, except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Company of any Securities, or the proceeds of any Securities, authenticated and delivered by the Trustee in conformity
with the provisions of this Indenture. 
 (d)    The Trustee may consult with counsel of its selection, and advice of
counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with such advice of counsel. 

  
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 (e)    The Trustee may rely upon the certificate of the Secretary or one
of the Assistant Secretaries of the Company as to the adoption of any Board Resolution or resolution of the stockholders of the Company, and any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by,
and whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee may rely upon, an Officer’s Certificate of
the Company (unless other evidence in respect thereof be herein specifically prescribed). 
 (f)    The Trustee or any
agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have
had if it were not the Trustee or such agent. 
 (g)    Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 

(h)    Any action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any Person
who at the time is the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of any Security or Securities which may be issued for or in lieu thereof in whole or in part, whether or not
such Security shall have noted thereon the fact that such request or consent had been made or given. 
 (i)    The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. 

(j)    The Trustee shall not be under any 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 Holders of the Securities, pursuant to any provision of this Indenture, unless one or more of the Holders of the Securities shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it therein or thereby. 

(k)    The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be
authorized or within its discretion or within the rights or powers conferred upon it by this Indenture. 
 (l)    The
Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default except for (i) any Default or Event of Default occurring pursuant to Sections 7.01(a), (b) or (c), and (ii) any Default or Event of Default of which
a Responsible Officer of the Trustee shall have received written notification in accordance with Section 11.03 from the Company or Holders of not less than 25% of the Outstanding Securities. 

  
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 (m)    The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, may, but
shall not be required to, make further inquiry or investigation into such facts or matters as it may see fit. 

(n)    Any permissive right granted to the Trustee shall not be construed as a mandatory duty. 

(o)    The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 
 (p)    In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions or utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

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

(r)    The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder. 

Section 11.02.    Duties of Trustee. (a) If one or more of the Events of Default specified in
Section 7.01 with respect to the Securities of any series shall have happened, then, during the continuance thereof, the Trustee shall, with respect to such Securities, exercise such of the rights and powers vested in it by this Indenture, and
shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b)    None of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own
negligent action, negligent failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding, 

  
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 (i)    unless and until an Event of Default specified in
Section 7.01 with respect to the Securities of any series shall have happened which at the time is continuing, 

(A)    the Trustee undertakes to perform such duties and only such duties with respect to the Securities of
that series as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties and obligations shall be determined solely by the express provisions of this
Indenture; and 
 (B)    the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions of this Indenture; but in the case of any such certificates or
opinions which, by the provisions of this Indenture, 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 calculations or other facts, statements, opinions or conclusions stated therein); 

(ii)    the Trustee shall not be liable to any Holder of Securities or to any other Person for any error of
judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii)    the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to
any action taken or omitted to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating to the time, method and place of conducting any proceeding for any remedy available to
it or exercising any trust or power conferred upon it by this Indenture. 
 (c)    None of the provisions of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

(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 11.02. 

Section 11.03.    Notice of Defaults. Within 90 days after the occurrence thereof, and if known to the
Trustee, the Trustee shall give to the Holders of the Securities of a series notice of each Default or Event of Default with respect to the Securities of such 

  
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series known to the Trustee, by transmitting such notice to Holders at their addresses as the same shall then appear on the Register of the Company, unless such Default shall have been cured or
waived before the giving of such notice (the term “Default” being hereby defined to be the events specified in Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default as defined in said
Section). Except in the case of a Default or Event of Default in payment of the principal of, premium, if any, or interest on any of the Securities of such series when and as the same shall become payable, or to make any sinking fund payment as to
Securities of the same series, the Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests
of the Holders of the Securities of such series. 
 Section 11.04.    Eligibility; Disqualification.
(a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition,
and shall have a Corporate Trust Office. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article. 
 (b)    The Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(i) are met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date of this Indenture to change the
circumstances under which a Trustee shall be deemed to have a conflicting interest with respect to the Securities of any series or to change any of the definitions in connection therewith, this Section 11.04 shall be automatically amended to
incorporate such changes. 
 Section 11.05.    Resignation and Notice; Removal. The Trustee, or any
successor to it hereafter appointed, may at any time resign and be discharged of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Company notice in writing. Such resignation shall take effect
upon the appointment of a successor Trustee and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time by the filing with such Trustee and the delivery
to the Company of an instrument or instruments in writing signed by the Holders of a majority in principal amount of the Securities of such series then Outstanding, specifying such removal and the date when it shall become effective. 

  
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 If at any time: 

(a)    the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such series), or 

(b)    the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such series), or 

(c)    the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (i) the Company by written notice to the Trustee may remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Securityholder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such
series) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

In addition, the Company may remove the Trustee with respect to Securities of any series without cause if the Company gives written notice to
the Trustee of such proposed removal at least three months in advance of the proposed effective date of such removal. 
 Upon its
resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services rendered hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it
hereunder. The Trustee’s rights to indemnification provided in Section 11.01(a) shall survive its resignation or removal. 

Section 11.06.    Successor Trustee by Appointment. (a) In case at any time the Trustee shall resign, or
shall be removed or if a vacancy exists in the office of the Trustee for any reason, with respect to Securities of any or all series, the Company shall promptly appoint a successor Trustee. However, if all or substantially all the assets of the
Company shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the federal bankruptcy laws,
as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, shall promptly appoint a successor Trustee with respect to the Securities of any or all series.
Subject to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee with respect to the Securities of such series shall cease to be Trustee
hereunder. After any such appointment other than by the 

  
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Holders of Securities of any such series, the Person making such appointment shall forthwith cause notice thereof to be mailed to the Holders of Securities of such series at their addresses as
the same shall then appear on the Register of the Company. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of such appointment. 

(b)    If any Trustee with respect to the Securities of any series shall resign or be removed and a successor Trustee
shall not have been appointed by the Company or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee at the expense of the Company may apply
to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three months after such
appointment might have been made hereunder, the Holder of any Security of the applicable series or any retiring Trustee at the expense of the Company may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may
thereupon, in any such case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. 

(c)    Any successor Trustee appointed hereunder with respect to the Securities of one or more series shall execute,
acknowledge and deliver to its predecessor Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an instrument accepting such appointment hereunder, and thereupon such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of such predecessor Trustee with like effect as if originally named as
Trustee hereunder, and such predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such
predecessor Trustee as Trustee hereunder with respect to the Securities of such series, subject nevertheless to its lien provided for in Section 11.01(a). Nevertheless, on the written request of the Company or of the successor Trustee or of the
Holders of at least 10% in principal amount of the Securities of any such series then Outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor
Trustee upon the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee with respect to the Securities of such series and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by
such predecessor Trustee with respect to the Securities of such series, subject nevertheless to its lien provided for in Section 11.01(a); and, upon request of any such successor Trustee or the Company shall make, execute, acknowledge and
deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and obligations. 

Section 11.07.    Successor Trustee by Merger. Any Person into which the Trustee or any successor to it in the
trusts created by this Indenture shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person 

  
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resulting from any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which the Trustee or any successor to it shall sell or
otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto;
provided that such Person shall be otherwise qualified and eligible under this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of Securities,
any of such Securities shall have been authenticated but not delivered by the Trustee then in office, any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so authenticated;
and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 

Section 11.08.    Right to Rely on Officer’s Certificate. 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 any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate with respect thereto delivered to the Trustee, and such
Officer’s Certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof. 
 Section 11.09.    Appointment of Authenticating Agent. The Trustee may appoint an
agent (the “Authenticating Agent”) acceptable to the Company to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. 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. 

Each Authenticating Agent shall at all times be a corporation organized and doing business and in good standing under the laws of the United
States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50 million and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said 

  
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supervising or examining authority, then for the purposes of this Article 11, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Article 11, it shall resign immediately in the manner and with the effect
specified in this Article 11. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Article 11, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating
Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 11.09, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such
appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 11.09. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section 11.09. 
 Section 11.10.    Communications by Securityholders with Other Securityholders.
Holders of Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of Section 312(c) of the Trust Indenture Act with respect to such communications. 
 ARTICLE 12 

SATISFACTION AND DISCHARGE; DEFEASANCE 

Section 12.01.    Applicability of Article. The provisions of this Article shall be applicable to the
Securities of all series issued pursuant to this Indenture, except as otherwise specified pursuant to Section 3.01. 

  
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 Section 12.02.    Satisfaction and Discharge of Indenture.
This Indenture, with respect to the Securities of any series (if all series issued under this Indenture are not to be affected), shall, upon Company Order, cease to be of further effect (except as to any surviving rights of registration of transfer
or exchange of such Securities herein expressly provided for and the rights of the Holders of the Securities of such series to receive, the principal of and premium, if any, and interest on such Securities as and when the same shall become due and
payable and except as otherwise provided in the last paragraph of this Section 12.02), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to
the Securities of such series, when, 
 (a)    either: 

(i)    all Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.07 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 6.03(e)) have been delivered to the Trustee for cancellation; or 

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

(A)    have become due and payable, or 

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

(C)    if redeemable at the option of the Company (including, without limitation, by operation of any
mandatory sinking fund), are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 

and the Company, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for the
purpose an amount in cash in the Currency in which such Securities are payable (subject to Section 12.08) sufficient to pay and discharge the entire indebtedness on such Securities for principal and premium, if any, and interest to the date of
such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity thereof or, in the case of Securities of such series which are to be called for redemption as contemplated by (C) above, the applicable
Redemption Date, as the case may be, and including any mandatory sinking fund payments as and when the same shall become due and payable; 

(b)    the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the
Securities of such series; and 

  
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 (c)    the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the Company to the Trustee
under Section 11.01, the provisions of Sections 3.04, 3.05, 3.06, 3.07, 3.10, 6.02 and 6.03 and this Article 12, and, if the Securities of such series are to be redeemed prior to their Stated Maturity (including, without limitation, pursuant to
a mandatory sinking fund), the provisions of Article 4 hereof, and, if the Securities of such series are convertible into or exchangeable for other securities or property, the rights of the Holders of such Securities to convert or exchange, and the
obligations of the Company to convert or exchange, such Securities into other securities or property, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the obligations of the Trustee under
Section 12.07 and Section 6.03(e) shall survive such satisfaction and discharge. 

Section 12.03.    Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations. At
the Company’s option, either (x) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Securities of any series on the first day after the applicable conditions set forth below have
been satisfied or (y) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.04 and Section 10.02 with respect to Securities of any series (and, if so specified
pursuant to Section 3.01, any other restrictive covenant added for the benefit of such series pursuant to Section 3.01) (“covenant defeasance”) upon the satisfaction of the applicable conditions set forth below: 

(a)    the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in the Currency in which such Securities are payable in an amount, or (ii) U.S. Government Obligations (as
defined below) that, through the payment of interest and principal in respect thereof in accordance with their terms, will, in the opinion of an internationally recognized investment bank, appraisal firm or firm of independent public accountants,
provide, not later than one day before the due date of any payment, money in the Currency in which such Securities are payable in an amount, or (iii) a combination of (i) and (ii), sufficient (without consideration of any reinvestment of
such principal and interest) to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of
interest or principal and premium are due and, if the Securities of such series are to be called for redemption as described in clause (d) below, to pay and discharge the Redemption Price on the Securities called for redemption on the
applicable Redemption Date; 

  
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 (b)    no Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit); 

(c)    the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities
of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section and will be subject to federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such option had not been exercised and, in the case of the Securities of such series being Discharged pursuant to clause (x) of the first paragraph of this Section 12.03, such
Opinion of Counsel shall be based upon and accompanied by a ruling to that effect received by the Company from or published by the Internal Revenue Service; 

(d)    if the monies or U.S. Government Obligations or combination thereof, as the case may be, deposited under clause
(a) above are sufficient to pay the principal of and premium, if any, and interest on the Securities of such series (including, without limitation, any mandatory sinking fund payment) or any portion thereof to be redeemed on a particular
Redemption Date (including, without limitation, pursuant to a mandatory sinking fund), the Company shall have given to the Trustee irrevocable instructions to redeem such Securities on such date and shall have made arrangements satisfactory to the
Trustee for the giving of notice of such redemption by the Trustee in the name, and at the expense, of the Company; and 

(e)    the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent to such action under this Indenture have been complied with. 
 “Discharged” means,
with respect to the Securities of any series, that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, all of which shall survive such Discharge and remain in
full force and effect with respect to the Securities of such series: (a) the rights of Holders of Securities of such series to receive, from the trust fund described in clause Section 12.03(a) above, payment of the principal of and
premium, if any, and interest on such Securities when such payments are due, (b) Sections 3.04, 3.05, 3.06, 3.07, 3.10, 6.02 and 6.03, (c) if the Securities of such series are to be redeemed prior to their Stated Maturity, the provisions of
Article 4 hereof, (d) if the Securities of such series are convertible into or exchangeable for other securities or property, the rights of the Holders of such Securities to convert or exchange, and the obligations of the Company to convert or
exchange, such Securities into such other securities or property, (e) the provisions of this Article 12 and (f) the rights, powers, trusts, duties and immunities of the Trustee hereunder. 

  
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 “U.S. Government Obligations” means securities that are (a) direct
obligations of the United States for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely of payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United States, that, in either case under clauses (a) or (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of
the holder of a 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 U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depositary receipt. 

Section 12.04.    Repayment to Company. The Trustee and any Paying Agent shall promptly pay to the Company (or
to its designee) upon delivery of a Company Order any moneys or U.S. Government Obligations deposited pursuant to Sections 12.02 and 12.03 with respect to the Securities of any series and held by them that are in excess of the monies and/or U.S.
Government Obligations that were required to effect the satisfaction and discharge, covenant defeasance or Discharge, as applicable, with respect to the Securities of such series, including any such moneys or obligations held by the Trustee under
any trust and security agreement entered into pursuant to Section 12.06. The provisions of Section 6.03(e) shall apply to any money held by the Trustee or any Paying Agent under this Article. 

Section 12.05.    Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received on such U.S. Government Obligations. 

Section 12.06.    Deposits with Trustee. The Company shall have irrevocably deposited in trust with the
Trustee, pursuant to an irrevocable trust and security agreement or other arrangement in form and substance reasonably satisfactory to the Trustee, money in the Currency in which the Securities of such series are payable or U.S. Government
Obligations or a combination thereof in such amounts and at such times as are sufficient to pay the principal of and interest on the Outstanding Securities of such Series to maturity or redemption; provided, however, that the Trustee
shall have received an irrevocable written order from the Company instructing the Trustee to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities of such series to maturity or
redemption. 
 Section 12.07.    Application of Trust Money. (a) Neither the Trustee nor any other
Paying Agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with the Company in writing to pay thereon. 

  
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 (b)    Subject to Section 6.03(e), any monies and U.S. Government
Obligations which at any time shall be deposited by the Company or on its behalf with the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby
assigned, transferred and set over to the Trustee or such other Paying Agent in trust for the respective Holders of the Securities for the purpose for which such moneys shall have been deposited, and such funds shall be applied by the Trustee or
Paying Agent in accordance with the provisions of such Securities and this Indenture to the payment of all sums due and to become due on such Securities in respect of principal and premium, if any, and interest; but such moneys need not be
segregated from other funds except to the extent required by law. Anything in this Indenture to the contrary notwithstanding, neither the Company nor any of its Subsidiaries nor any of their respective Affiliates may act as Paying Agent for any
Securities in respect of which money or U.S. Government Obligations have been deposited pursuant to this Article 12. 

Section 12.08.    Deposits of Non-U.S. Currencies. Notwithstanding the
foregoing provisions of this Article, if the Securities of any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this
Article shall be as set forth in a Board Resolution, a Company Order or in one or more supplemental indentures hereto. 
 ARTICLE 13 

IMMUNITY OF CERTAIN PERSONS 

Section 13.01.    No Personal Liability. No recourse shall be had for the payment of the principal of, or the
premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the
incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all
liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the
issue of the Securities expressly waived and released. 

  
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 ARTICLE 14 

SUPPLEMENTAL INDENTURES 

Section 14.01.    Without Consent of Securityholders. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all
the following purposes: 
 (a)    to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 11.06(c); 
 (b)    to secure any series of Securities or to release such Securities as
permitted by this Indenture and the applicable security documents; 
 (c)    to cure any ambiguity, defect or
inconsistency; 
 (d)    to add guarantors or co-obligors with respect to any
series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; 

(e)    to make any change in any series of Securities that would provide any additional rights or benefits to the Holders
of such Securities or that does not adversely affect the legal rights under this Indenture or the relevant supplemental indenture of the Holders of such Securities in any material respect; 

(f)    to provide for uncertificated securities in addition to certificated securities; 

(g)    to provide for the assumption of the Company’s obligations to Holders of any series of Securities in the case
of a merger or consolidation or sale of all or substantially all of the Company’s assets, as applicable; 

(h)    to conform the text of this Indenture, any indenture supplemental hereto or the applicable Securities to any
provision of the description of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof to the extent that such provision in such description of
such Securities was intended to be a verbatim recitation of a provision of this Indenture, such indenture supplemental here or Securities, which intent may be evidenced by an Officer’s Certificate to that effect; 

  
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 (i)    to comply with the procedures of DTC, the Euroclear System or
Clearstream Banking, S.A.; or 
 (j)    to establish the form and terms of Securities of any series as permitted in
Section 3.01, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of
the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. 
 Subject to
the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. 
 Any supplemental indenture authorized by the
provisions of this Section 14.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time Outstanding. 

Section 14.02.    With Consent of Securityholders; Limitations. (a) With the consent of the Holders
(evidenced as provided in Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the applicable series of Securities) of a majority in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture voting separately, the Company and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of such series to be affected; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each such series affected thereby, 

(i)    extend the Stated Maturity of the principal of, or any installment of interest on, any Security, or
reduce the principal amount thereof or the interest thereon or any premium payable thereon, or alter the provisions with respect to the redemption of such Securities (other than provisions relating to the covenants under the provision of repurchase
upon change of control in the applicable supplemental indenture relating to such Securities except as set forth in clause (vii) below), or extend the Stated Maturity of, or change the place of payment where, the principal of and premium, if
any, or interest on such Security is denominated or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon acceleration of the Maturity thereof pursuant to Section 7.02, change,
in the case of any subordinated Security, the definition of Senior Indebtedness applicable thereto, or impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date); or 

  
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 (ii)    reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain Defaults
hereunder and their consequences provided for in this Indenture; or 
 (iii)    waive a Default or Event
of Default with respect to any series of the Securities in the payment of principal, or interest or premium, if any, on, such series of Securities (except a rescission of acceleration of such series of Securities by the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of such series and a waiver of the payment default that resulted from such acceleration); or 

(iv)    make any applicable series of Securities payable in money other than that stated in such
Securities; or 
 (v)    modify any of the provisions of this Section, Section 7.06 or the rights of
Holders of any Securities to receive payments of principal of, or interest or premium, if any, on such Securities; or 

(vi)    waive a redemption payment with respect to any series of Securities (other than a payment required
by one of the covenants under the provision of repurchase upon change of control in the applicable supplemental indenture relating to such series of Securities except as set forth in clause (vii) below); or 

(vii)    amend, change or modify in any material respect the obligation of the Company to make and
consummate a change of control offer with respect to any series of Securities in respect of a change of control that has occurred. 

(b)    A supplemental indenture that changes or eliminates any provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series. 
 (c)    It shall not be necessary for the consent of
the Securityholders under this Section 14.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

(d)    The Company may set a record date for purposes of determining the identity of the Holders of each series of
Securities entitled to give a written consent or waive compliance by the Company as authorized or permitted by this Section. Such record date shall not be more than 30 days prior to the first solicitation of such consent or waiver or the date of the
most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act. 

  
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 (e)    Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 14.02, the Company shall deliver a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of Securities at their addresses as the
same shall then appear in the Register of the Company. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

Section 14.03.    Trustee Protected. Upon the request of the Company, accompanied by the Officer’s
Certificate and Opinion of Counsel required by Section 16.01 (provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof) and evidence reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is to be executed pursuant to Section 14.02, the
Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected in relying upon such Officer’s Certificate and an Opinion of Counsel. 

Section 14.04.    Effect of Execution of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 14, this Indenture shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the Holders of all of the Securities or of the Securities of any series affected, as the case may be, 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 14.05.    Notation on or Exchange of Securities. Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in the form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so
determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders of the Securities. 

Section 14.06.    Conformity with TIA. Every supplemental indenture executed pursuant to the provisions of
this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 

  
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 ARTICLE 15 

SUBORDINATION OF SECURITIES 

Section 15.01.    Agreement to Subordinate. In the event a series of Securities is designated as subordinated
pursuant to Section 3.01, and except as otherwise provided in a Company Order or in one or more indentures supplemental hereto, the Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities of such
series by his, her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all of the Securities of such series is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. In the event a series of Securities is not designated as subordinated pursuant to Section 3.01(s), this Article 15
shall have no effect upon the Securities. 
 Section 15.02.    Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities. Subject to Section 15.01, upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other
equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):

 (a)    the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof
(and premium, if any) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (or premium, if any) or interest, if any, on Indebtedness evidenced by the Securities; and 

(b)    any payment or distribution of assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 15 shall be paid by the liquidation trustee or agent or other Person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of
such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and 

(c)    in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall


  
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be paid over, upon written notice to a Responsible Officer of the Trustee, to the holder of such Senior Indebtedness or his, her or its representative or representatives or to the trustee or
trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, as calculated by the Company, for application to payment of all Senior Indebtedness remaining unpaid until
all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. 

(d)    Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the
rights of the holders of Senior Indebtedness (to the extent that distributions otherwise payable to such holder have been applied to the payment of Senior Indebtedness) to receive payments or distributions of cash, property or securities of the
Company applicable to Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions to the Holders of the Securities of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on the Securities as and when the same shall become
due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 15, the Trustee, subject to the provisions of Section 15.06, shall
be entitled to conclusively rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto or to this Article 15. 

Section 15.03.    No Payment on Securities in Event of Default on Senior Indebtedness. Subject to
Section 15.01 no payment by the Company on account of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at any time if: (a) a default on Senior Indebtedness exists that permits the holders
of such Senior Indebtedness to accelerate its maturity and (b) the default is the subject of judicial proceedings or the Company has received notice of such default. The Company 

  
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may resume payments on the Securities when full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or duly provided for
in money or money’s worth. 
 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such
payment is prohibited by the preceding paragraph of this Section 15.03, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, but only to the extent that the holders of such Senior
Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of such Senior Indebtedness. 
 Section 15.04.    Payments on Securities
Permitted. Subject to Section 15.01, nothing contained in this Indenture or in any of the Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time except as provided in Sections
15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the
principal of (or premium, if any) or interest, if any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting the making of such payment from the
Company or from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee more than two Business Days
prior to the date fixed for such payment. 
 Section 15.05.    Authorization of Securityholders to Trustee to
Effect Subordination. Subject to Section 15.01, each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 15 and appoints the Trustee his attorney-in-fact for any and all such purposes. 

Section 15.06.    Notices to Trustee. The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of any payment of monies or assets to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this Article 15. Subject to
Section 15.01, notwithstanding the provisions of this Article 15 or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any fact which would prohibit the making of any payment of moneys or assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received (in the case of
a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or 

  
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from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of
such trustee and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if at least two Business Days prior to the date
upon which by the terms hereof any such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Security) a Responsible Officer of the
Trustee shall not have received with respect to such moneys or assets the notice provided for in this Section 15.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive
such moneys or assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. The Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a
trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 15 and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. 
 Section 15.07.    Trustee as Holder of Senior
Indebtedness. Subject to Section 15.01, the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 15 in respect of any Senior Indebtedness at any time held by it to the same extent as any other
holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections
7.05 or 11.01. 
 Section 15.08.    Modifications of Terms of Senior Indebtedness. Subject to
Section 15.01, any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including,
without limitation, the waiver of default thereunder, may be made or done all without notice to or assent from the Holders of the Securities or the Trustee. To the extent permitted by applicable law, no compromise, alteration, amendment,
modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under
which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article 15 or of
the Securities relating to the subordination thereof. 

  
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 Section 15.09.    Reliance on Judicial Order or Certificate of
Liquidating Agent. Subject to Section 15.01, upon any payment or distribution of assets of the Company referred to in this Article 15, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 15. 
 Section 15.10.    Satisfaction and Discharge; Defeasance and Covenant
Defeasance. Subject to Section 15.01, amounts and U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Article 15 and not, at the time of such deposit, prohibited to be deposited under Sections
15.02 or 15.03 shall not be subject to this Article 15. 
 Section 15.11.    Trustee Not Fiduciary for Holders
of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or observe only such of its covenants and obligations as are specifically set forth in this Article 15, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or the Company, or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article 15 or otherwise.

 ARTICLE 16 

MISCELLANEOUS PROVISIONS 

Section 16.01.    Certificates and Opinions as to Conditions Precedent. (a) Upon any request or
application by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand
as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 

  
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 (b)    Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 6.05 of this Indenture) shall include (i) a statement that the Person
giving such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed view or opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in the view or opinion of such Person, such condition or covenant has been complied with. 

(c)    Any certificate, statement or opinion of an officer of the Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or
her certificate, statement or opinion is based are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate, statement or opinion
or representations with respect to such matters are erroneous. 
 (d)    Any certificate, statement or opinion of an
officer of the Company or of counsel to the Company may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or representations by, an accountant or firm of accountants, unless such officer or counsel, as the case
may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the accounting matters upon which his or her certificate, statement or opinion may be based are erroneous. Any
certificate or opinion of any firm of independent registered public accountants filed with the Trustee shall contain a statement that such firm is independent. 

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

(f)    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Section 16.02.    Trust Indenture Act Controls. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or another provision included in this Indenture which is required to be included in this Indenture by any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act,
such imposed duties or incorporated provision shall control. 

  
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 Section 16.03.    Notices to the Company and Trustee. Any
notice or demand authorized by this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed, delivered, e-mailed or telefaxed to: 
 (a)    the Company, at 3555 Las Vegas Boulevard South,
Las Vegas, Nevada 89109, Attention: Lawrence A. Jacobs / Executive Vice President, Global General Counsel and Secretary, email: lon.jacobs@sands.com, Facsimile No.: (702) 414-5330 or at such other address or
email or facsimile number as may have been furnished in writing to the Trustee by the Company. 
 (b)    the Trustee, at
U.S. Bank National Association, Global Corporate Trust Services, 101 North First Avenue, Suite 1600 Phoenix, AZ 85003 | LM-AZ-X16P, Attention: Mary Ambriz-Reyes, email:
mary.ambrizreyes@usbank.com, Facsimile No.: (602) 257-5433. 
 Any such notice, demand or other document shall be in
the English language. 
 Section 16.04.    Notices to Securityholders; Waiver. Any notice required or
permitted to be given to Securityholders shall be sufficiently given (unless otherwise herein expressly provided), 

(a)    if to Holders, if given in writing by first class mail, postage prepaid, to such Holders at their addresses as the
same shall appear on the Register of the Company; provided, that 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; or 
 (b)    If a
series of Securities has been issued in the form of one or more Global Securities through DTC as Depositary, notice may be provided with respect to such series of Securities by delivery of such notice to DTC for posting through its “Legal
Notice Service” (LENS) or a successor system thereof. 
 Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance on such waiver. In any case where notice to Holders is given by mail; neither the failure to mail such notice nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders, and any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders is given by publication, any
defect in any notice so published as to any particular Holder shall not affect the sufficiency of such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively presumed to have been
duly given. 

  
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 If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it; provided, that all notices and communications delivered to the Trustee shall be deemed to have been duly given upon actual receipt by the Trustee. Any notices and communications
delivered by facsimile transmission shall be deemed duly given when the receiver of such communications confirms receipt via telephone or other means acceptable to such receiver (automated response of receipt being acknowledged as not constituting
confirmation of such receipt). 
 If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee at the same
time. 
 Section 16.05.    Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in any
case where any Interest Payment Date, Redemption Date or Maturity of any Security of any series shall not be a Business Day at any Place of Payment for the Securities of that series, then payment of principal and premium, if any, or interest need
not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date, Redemption Date or Maturity and no interest
shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such Business Day. 

Section 16.06.    Effects of Headings and Table of Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof. 

Section 16.07.    Successors and Assigns. All covenants and agreements in this Indenture by the parties hereto
shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not. 

Section 16.08.    Separability Clause. In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 16.09.    Benefits of Indenture. Nothing in this Indenture expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any Person or corporation other than the parties hereto and their successors and the Holders of the Securities any benefit or any right, remedy or
claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive
benefit of the parties hereto and their successors and of the Holders of the Securities. 

  
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 Section 16.10.    Counterparts Originals. This Indenture may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. 

Section 16.11.    Compliance with Applicable Anti-Terrorism and Money Laundering Regulations. In order to
comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including
Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business
relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to
comply with Applicable AML Law. 
 Section 16.12.    Governing Law; Waiver of Trial by Jury. This Indenture
and the Securities shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State. 

EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. 

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

  
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	Las Vegas Sands Corp., as Issuer
		
	By:	 	 /s/ Patrick Dumont

	Name:	 	Patrick Dumont
	Title:	 	 Executive Vice President and
 Chief Financial
Officer




  
 [Signature Page
to Base Indenture] 













 
			
	U.S. National Bank Association, as Trustee
		
	By:	 	 /s/ Mary Ambriz-Reyes

	Name:	 	Mary Ambriz-Reyes
	Title:	 	Vice President



  
 [Signature Page to
Base Indenture] 













 EXHIBIT A 

[FORM OF FACE OF SECURITY] 
 THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 












 CUSIP No.
                             

Las Vegas Sands Corp. 

             NOTES DUE 20     

No.          $             

As revised by the Schedule of Increases or Decreases in Global Security attached hereto 

Interest. Las Vegas Sands Corp., a Nevada corporation (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                      or registered assigns, the
principal sum of              million dollars ($            ), as revised by the Schedule of Increases or Decreases in Global
Security attached hereto, on                     , 20     and to pay interest thereon from
                    , 20     or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on                      and
                     in each year, commencing
                    , 20     at the rate of     % per annum, until the principal hereof is paid or made
available for payment. 
 Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be
                     or                     , as
the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

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












 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
 Dated:                     ,
20     
  

			
	LAS VEGAS SANDS CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	


 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	Date of authentication:	  	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee


  

			
	By:	 	  

	Authorized Signatory













 [FORM OF REVERSE OF SECURITY] 

Indenture. This Security is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of                     ,
20    , [as supplemented by a                      Supplemental Indenture dated
                    , 20    ] (as so supplemented, herein called the “Indenture”), between the Company and
[Trustee], as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, initially limited in aggregate principal amount to $            . 

Optional Redemption. The Securities of this series are subject to redemption at the Company’s option, at any time and from time to
time, in whole or in part, at a Redemption Price equal to                     . 

For purposes of determining the optional redemption price, the following definitions are applicable: 

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date (unless a shorter period shall
be satisfactory to the Trustee) to each registered Holder of the Securities to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions
of the Securities called for redemption. If fewer than all of the Securities are to be redeemed, the Trustee will select, not more than      days prior to the Redemption Date, the particular Securities or portions thereof for
redemption from the outstanding Securities not previously called by such method as the Trustee deems fair and appropriate. 
 Except as set
forth above, the Securities will not be redeemable by the Company prior to maturity [and will not be entitled to the benefit of any sinking fund]. 

Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 Amendment,
Modification and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series
to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal amount of 












 
the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

Restrictive Covenants. [The Indenture does not limit unsecured debt of the Company or any of its Subsidiaries]. 

Denominations, Transfer and Exchange. [The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and in integral multiples of $1,000 in excess thereof.] As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request
for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 No service charge shall be made
for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary. 
 Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the
law of the State of New York. 
 All terms used in this Security and not defined herein shall have the meanings assigned to them in the
Indenture. 












 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 

The following increases or decreases in this Global Security have been made: 

 

																	
	 Date of Exchange
	  	        Amount of increase in        
Principal Amount
of
this Global Security	 	  	        Amount of decrease in        
Principal Amount
of
this Global Security	 	  	        Principal Amount of        
this Global
Security
following each
decrease or increase	 	  	        Signature of authorized        
signatory of Trustee