Exhibit 4.8



 Exhibit 4.8 
 XPO LOGISTICS, INC. 
 Senior Subordinated Notes 

INDENTURE 
 Dated
as of [                    ] 

[                       
                 ], 
 Trustee 







 CROSS-REFERENCE TABLE* 

 

					
	Trust Indenture Act Section	  	Indenture
Section
	 310
	 	(a)(1)	  	7.10
		 	(a)(2)	  	7.10
		 	(a)(3)	  	N.A.
		 	(a)(4)	  	N.A.
		 	(a)(5)	  	7.10
		 	(b)	  	7.10
		 	(c)	  	N.A.
	 311
	 	(a)	  	7.11
		 	(b)	  	7.11
		 	(c)	  	N.A.
	 312
	 	(a)	  	2.06
		 	(b)	  	11.03
		 	(c)	  	11.03
	 313
	 	(a)	  	7.06
		 	(b)(1)	  	N.A.
		 	(b)(2)	  	7.06
		 	(c)	  	7.06
		 	(d)	  	7.06
	 314
	 	(a)	  	4.02; 4.03
		 	(b)	  	N.A.
		 	(c)(1)	  	11.04
		 	(c)(2)	  	11.04
		 	(c)(3)	  	N.A.
		 	(d)	  	N.A.
		 	(e)	  	13.05
		 	(f)	  	N.A.
	 315
	 	(a)	  	7.01
		 	(b)	  	7.05
		 	(c)	  	7.01
		 	(d)	  	7.01
		 	(e)	  	6.11
	 316
	 	(a) (last sentence)	  	2.10
		 	(a)(1)(A)	  	6.05
		 	(a)(1)(B)	  	6.04
		 	(a)(2)	  	N.A.
		 	(b)	  	6.07
		 	(c)	  	2.13
	 317
	 	(a)(1)	  	6.08
		 	(a)(2)	  	6.09
		 	(b)	  	2.05
	 318
	 	(a)	  	11.01
		 	(b)	  	N.A.
		 	(c)	  	11.01

 N.A. means not applicable 

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








 TABLE OF CONTENTS 

ARTICLE ONE 

DEFINITIONS AND INCORPORATION BY REFERENCE 
  

							
	SECTION 1.01.    	 	Definitions	  	 	1	  
	SECTION 1.02.	 	Other Definitions	  	 	7	  
	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act	  	 	7	  
	SECTION 1.04.	 	Rules of Construction	  	 	7	  
	
	 ARTICLE TWO
 THE SECURITIES
	   

  

	SECTION 2.01.	 	Issuable in Series	  	 	8	  
	SECTION 2.02.	 	Establishment of Terms of Series of Securities	  	 	8	  
	SECTION 2.03.	 	Denominations; Provisions for Payment	  	 	10	  
	SECTION 2.04.	 	Execution and Authentication	  	 	11	  
	SECTION 2.05.	 	Paying Agent to Hold Money in Trust	  	 	12	  
	SECTION 2.06.	 	Holder Lists	  	 	12	  
	SECTION 2.07.	 	Transfer and Exchange	  	 	12	  
	SECTION 2.08.	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	13	  
	SECTION 2.09.	 	Outstanding Securities	  	 	13	  
	SECTION 2.10.	 	Treasury Securities	  	 	14	  
	SECTION 2.11.	 	Temporary Securities	  	 	14	  
	SECTION 2.12.	 	Cancellation	  	 	14	  
	SECTION 2.13.	 	Defaulted Interest	  	 	14	  
	SECTION 2.14.	 	Global Securities	  	 	14	  
	SECTION 2.15.	 	CUSIP Numbers	  	 	17	  
	SECTION 2.16.	 	Benefits of Indenture	  	 	17	  
	
	 ARTICLE THREE
 REDEMPTION AND PREPAYMENT
	   

  

	SECTION 3.01.	 	Notices to Trustee	  	 	17	  
	SECTION 3.02.	 	Selection of Securities to be Redeemed	  	 	17	  
	SECTION 3.03.	 	Notice of Redemption	  	 	18	  
	SECTION 3.04.	 	Effect of Notice of Redemption	  	 	18	  
	SECTION 3.05.	 	Deposit of Redemption Price	  	 	18	  
	SECTION 3.06.	 	Securities Redeemed in Part	  	 	19	  
	
	 ARTICLE FOUR
 COVENANTS
	   

  

	SECTION 4.01.	 	Payment of Securities	  	 	19	  
	SECTION 4.02.	 	SEC Reports	  	 	19	  
	SECTION 4.03.	 	Compliance Certificate	  	 	20	  
	SECTION 4.04.	 	Further Instruments and Acts	  	 	20	  
	SECTION 4.05.	 	Corporate Existence	  	 	20	  
	SECTION 4.06.	 	Calculation of Original Issue Discount	  	 	20	  
	
	 ARTICLE FIVE
 SUCCESSOR COMPANIES
	   

  

	SECTION 5.01.	 	Merger, Consolidation or Sale of Assets	  	 	20	  
	SECTION 5.02.	 	Successor Company Substituted	  	 	21	  
	
	 ARTICLE SIX
 DEFAULTS AND REMEDIES
	   

  

	SECTION 6.01.	 	Events of Default	  	 	21	  
	SECTION 6.02.	 	Acceleration	  	 	22	  
	SECTION 6.03.	 	Other Remedies	  	 	23	  


  
 ii 










							
	 SECTION 6.04.
	 	 Waiver of Past Defaults
	  	 	23	  
	 SECTION 6.05.
	 	 Control by Majority
	  	 	23	  
	 SECTION 6.06.
	 	 Limitation on Suits
	  	 	24	  
	 SECTION 6.07.
	 	 Rights of Holders to Receive Payment
	  	 	24	  
	 SECTION 6.08.
	 	 Collection Suit by Trustee
	  	 	24	  
	 SECTION 6.09.
	 	 Trustee May File Proofs of Claim
	  	 	24	  
	 SECTION 6.10.
	 	 Priorities
	  	 	24	  
	 SECTION 6.11.
	 	 Undertaking for Costs
	  	 	25	  
	 SECTION 6.12.
	 	 Waiver of Stay or Extension Laws
	  	 	25	  
	
	 ARTICLE SEVEN
 TRUSTEE
	   

  

	 SECTION 7.01.
	 	 Duties of Trustee
	  	 	25	  
	 SECTION 7.02.
	 	 Rights of Trustee
	  	 	26	  
	 SECTION 7.03.
	 	 Individual Rights of Trustee
	  	 	27	  
	 SECTION 7.04.
	 	 Trustee’s Disclaimer
	  	 	27	  
	 SECTION 7.05.
	 	 Notice of Defaults
	  	 	27	  
	 SECTION 7.06.
	 	 Reports by Trustee to Holder
	  	 	27	  
	 SECTION 7.07.
	 	 Compensation and Indemnity
	  	 	28	  
	 SECTION 7.08.
	 	 Replacement of Trustee
	  	 	28	  
	 SECTION 7.09.
	 	 Successor Trustee by Merger
	  	 	29	  
	 SECTION 7.10.
	 	 Eligibility; Disqualification
	  	 	29	  
	 SECTION 7.11.
	 	 Preferential Collection of Claims Against Company
	  	 	29	  
	
	 ARTICLE EIGHT
 LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE
	   

  

	 SECTION 8.01.
	 	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	29	  
	 SECTION 8.02.
	 	 Legal Defeasance and Discharge
	  	 	29	  
	 SECTION 8.03.
	 	 Covenant Defeasance
	  	 	30	  
	 SECTION 8.04.
	 	 Conditions to Legal or Covenant Defeasance
	  	 	30	  
	 SECTION 8.05.
	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	 	31	  
	 SECTION 8.06.
	 	 Repayment to Company
	  	 	32	  
	 SECTION 8.07.
	 	 Reinstatement
	  	 	32	  
	 SECTION 8.08.
	 	 Satisfaction and Discharge of Indenture
	  	 	32	  
	
	 ARTICLE NINE
 AMENDMENTS
	   

  

	 SECTION 9.01.
	 	 Without Consent of Holders
	  	 	33	  
	 SECTION 9.02.
	 	 With Consent of Holders
	  	 	34	  
	 SECTION 9.03.
	 	 Compliance with Trust Indenture Act
	  	 	35	  
	 SECTION 9.04.
	 	 Revocation and Effect of Consents and Waivers
	  	 	35	  
	 SECTION 9.05.
	 	 Notation on or Exchange of Securities
	  	 	35	  
	 SECTION 9.06.
	 	 Trustee to Sign Amendments
	  	 	35	  
	 SECTION 9.07.
	 	 Payment for Consent
	  	 	36	  
	
	 ARTICLE TEN
 SUBORDINATION
	   

  

	 SECTION 10.01.
	 	 Agreement to Subordinate
	  	 	36	  
	 SECTION 10.02.
	 	 Liquidation, Dissolution, Bankruptcy
	  	 	36	  
	 SECTION 10.03.
	 	 Default on Senior Debt
	  	 	36	  
	 SECTION 10.04.
	 	 Acceleration of Payment of Securities
	  	 	37	  
	 SECTION 10.05.
	 	 When Distribution Must be Paid Over
	  	 	37	  
	 SECTION 10.06.
	 	 Subrogation
	  	 	37	  
	 SECTION 10.07.
	 	 Relative Rights
	  	 	37	  
	 SECTION 10.08.
	 	 Subordination May Not be Impaired by Company
	  	 	37	  


  
 iii










							
	 SECTION 10.09.
	 	 Rights of Trustee and Paying Agent
	  	 	37	  
	 SECTION 10.10.
	 	 Distribution or Notice to Representative
	  	 	37	  
	 SECTION 10.11.
	 	 Article Ten Not to Prevent Events of Default or Limit Right to Accelerate
	  	 	38	  
	 SECTION 10.12.
	 	 Trust Moneys Not Subordinated
	  	 	38	  
	 SECTION 10.13.
	 	 Trustee Entitled to Rely
	  	 	38	  
	 SECTION 10.14.
	 	 Trustee to Effectuate Subordination
	  	 	38	  
	 SECTION 10.15.
	 	 Trustee Not Fiduciary for Holders of Senior Debt
	  	 	38	  
	 SECTION 10.16.
	 	 Reliance by Holders of Senior Debt on Subordination Provisions
	  	 	38	  
	
	 ARTICLE ELEVEN
 MISCELLANEOUS
	   

  

	 SECTION 11.01.
	 	 Trust Indenture Act Controls
	  	 	38	  
	 SECTION 11.02.
	 	 Notices
	  	 	39	  
	 SECTION 11.03.
	 	 Communication by Holders with Other Holders
	  	 	39	  
	 SECTION 11.04.
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	39	  
	 SECTION 11.05.
	 	 Statements Required in Certificate or Opinion
	  	 	39	  
	 SECTION 11.06.
	 	 Rules by Trustee, Paying Agent and Registrar
	  	 	40	  
	 SECTION 11.07.
	 	 Legal Holidays
	  	 	40	  
	 SECTION 11.08.
	 	 Governing Law
	  	 	40	  
	 SECTION 11.09.
	 	 No Recourse Against Others
	  	 	40	  
	 SECTION 11.10.
	 	 Successors
	  	 	40	  
	 SECTION 11.11.
	 	 Multiple Originals
	  	 	40	  
	 SECTION 11.12.
	 	 Table of Contents; Headings
	  	 	40	  
	 SECTION 11.13.
	 	 Severability
	  	 	40	  


  
 iv 









 INDENTURE dated as of [ ], [ ], between XPO LOGISTICS, INC., a Delaware corporation (the
“Company”), and [ ], a [ ] corporation, as trustee (the “Trustee”). 
 The Company and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture (the “Securities”): 
 ARTICLE ONE 
 DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01. Definitions. 
 Certain terms used herein and not defined herein shall have the meanings assigned to them in a Board Resolution, an Officer’s Certificate or a supplemental indenture. The following terms shall have
the following meanings: 
 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), when used with respect to any Person, shall mean the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent or co-registrar.

 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

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

“Business Day” means any day other than a Legal Holiday. 

“Capital Lease Obligation” means any obligation under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP; and the amount of debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. 
 “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of
such Person, including any preferred stock, but excluding any debt securities convertible into such equity. 

“Clearstream” means Clearstream Banking, société anonyme. 

“Commodity Price Protection Agreement” means, in respect of a Person, any forward contract, commodity swap agreement, commodity
option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices. 







 “Company” means XPO Logistics, Inc., and any and all successors thereto.

 “Company Order” means a written order signed in the name of the Company by two Officers, one of whom must be the
Company’s principal executive officer, principal financial officer or principal accounting officer. 
 “Corporate
Trust Office of the Trustee” shall be the address of the Trustee specified in Section 11.02 hereof or such other address as to which the Trustee may give notice to the Company. 

“Credit Facilities” means one or more debt or commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such
receivables or inventory) or trade letters of credit, in each case together with any Refinancings thereof by a lender or syndicate of lenders. 
 “Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed
to protect such Person against fluctuations in currency exchange rates. 
 “Custodian” means the Trustee, as Custodian
with respect to the Securities in global form, or any successor entity thereto. 
 “Debt” means debt for borrowed
money. 
 “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

 “Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in
accordance with Section 2.08 hereof. 
 “Depositary” means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.15 hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture. 
 “Designated Senior Debt” means: 

(a) any Senior Debt that has, at the time of determination, an aggregate principal amount outstanding of at least $10.0 million
(including the amount of all undrawn commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) that is specifically designated in the instrument evidencing such Senior Debt and is designated in a
notice delivered by the Company to the holders or a Representative of the holders of such Senior Debt and in an Officers’ Certificate delivered to the Trustee as “Designated Senior Debt” of the Company for purposes of the Indenture,
and 
 (b) the Credit Facilities. 
 “Dollar” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt. 

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

  
 2 








 “Fair Market Value” means, with respect to any Property, the price that could be
negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as
otherwise provided, 
 (a) if such Property has a Fair Market Value equal to or less than $[5.0] million, by any Officer of the
Company, or 
 (b) if such Property has a Fair Market Value in excess of $5.0 million, by a majority of the Board of Directors
and evidenced by a Board Resolution, dated within 30 days of the relevant transaction and delivered to the Trustee. 

“Foreign Currency” means any currency or currency unit issued by a government other than the government of The United States of
America. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect from
time to time, including those principles set forth in (i) statements and pronouncements of the Financial Accounting Standards Board, (ii) such other statements by such other entity as approved by a significant segment of the accounting
profession and (iii) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC which are in effect on the date hereof. 
 “Global Security” when used with respect to any Series of Securities issued hereunder, means a Security which is executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or Board Resolution and pursuant to a Company Order, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all the outstanding Securities of such Series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest and which shall bear the legend as prescribed by Section 2.15(c). 

“Global Security Legend” means the legend set forth in Section 2.15(c), which is required to be placed on all Global
Securities issued under this Indenture. 
 “Government Securities” means securities that are (i) direct
obligations of, or obligations guaranteed by, the United States of America, the payment for which the United States pledges its full faith and credit; and (ii) securities that are obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America, and also includes depository receipts issued by a bank or trust company
as custodian with respect to any of the securities described in the preceding clauses (i) and (ii), and any payment of interest or principal payable under any of the securities described in the preceding clauses (i) and (ii) that is
held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt, or from
any amount received by the custodian in respect of such securities, or from any specific payment of interest or principal payable under the securities evidenced by such depository receipt. 

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Debt. The term “Guarantor”
shall mean any Person Guaranteeing any obligation. 

  
 3 








 “Hedging Obligation” of any Person means any obligation of such Person pursuant to
any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement. 
 “Holder” means a Person in whose name a Security is registered on the Registrar’s books. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Interest Payment Date” when used with respect to any Series of Securities, means the date specified in such Securities for the payment of any installment of interest on those Securities.

 “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement or other similar agreement designed to protect against fluctuations in interest rates. 

“Maturity,” when used with respect to any Security or installment of principal thereof, means the date on which the principal
of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise.

 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President,
the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 11.04 hereof. 
 “Opinion of Counsel” means an opinion from legal counsel, that meets the requirements of Section 11.04 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee. 
 “Original Issue Discount Security” means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to the
Depository Trust Company, shall include Euroclear and Clearstream). 
 “Paying Agent” shall have the meaning set forth
in Section 2.05. 
 “Payment Blockage Notice” has the meaning set forth in Section 10.04. 

“Payment Blockage Period” has the meaning set forth in Section 10.04. 

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

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its Fair Market Value.


  
 4 








 “Refinancing” means, in respect of any debt, a refinancing, extension, renewal,
refund, repayment, prepayment, repurchase, redemption, defeasance or retirement, or issuance of other debt, in exchange or replacement for, such debt. 
 “Registrar” shall have the meaning set forth in Section 2.05. 

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue
of Senior Debt. 
 “Responsible Officer” with respect to the Trustee, means any Vice President, Assistant Vice
President, Assistant Treasurer or any other officer of the Trustee assigned by the Trustee to administer its corporate trust matters and who customarily performs functions similar to those performed by such Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for administration of this Indenture.

 “SEC” means the Securities and Exchange Commission. 

“Securities” has the meaning assigned to it in the preamble to this Indenture. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Senior Debt” means: 
 (a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest [(including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company to the extent post-filing interest is allowed in such proceeding)] in respect of: 
 (1) Debt of the
Company for borrowed money, and 
 (2) Debt of the Company evidenced by notes, debentures, bonds or other similar instruments
permitted under the Indenture for the payment of which the Company is responsible or liable; 
 (b) all Capital Lease
Obligations of the Company; 
 (c) all obligations of the Company 

(1) for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction, 

(2) under Hedging Obligations, or 
 (3) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement permitted under the Indenture;
and 
 (d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of
which the Company is responsible or liable as Guarantor; provided, however, that Senior Debt shall not include: 
 (a) Debt of the Company that is by its terms subordinate or pari passu in right of payment to the Securities, including any Senior Subordinated Debt or any Subordinated Obligations; 

  
 5 








 (b) any Debt incurred in violation of the provisions of the Indenture;

 (c) accounts payable or any other obligations of the Company to trade creditors created or assumed by the
Company in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities); 

(d) any liability for Federal, state, local or other taxes owed or owing by the Company; 

(e) any obligation of the Company to any Subsidiary; or 

(f) any obligations with respect to any Capital Stock of the Company. 

“Senior Subordinated Debt” means the Securities and any other subordinated debt of the Company that specifically provides that
such debt is to rank pari passu with the Securities and is not subordinated by its terms to any other subordinated debt or other obligation of the Company which is not Senior Debt. 

“Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company
created pursuant to Sections 2.01 and 2.02 hereof. 
 “Stated Maturity,” when used with respect to any Security, means
the date specified in such Security as the fixed date on which an amount equal to the principal amount of such Security is due and payable. 
 “Subordinated Obligation” means any Debt of the Company (whether outstanding on the date that the Securities of such Series are initially issued or thereafter incurred) that is subordinate or
junior in right of payment to the Securities pursuant to a written agreement to that effect. 
 “Subsidiary” of any
Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person
or (iii) one or more Subsidiaries of such Person. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) and the rules and regulations thereunder as in effect on the date on which this Indenture is qualified under the TIA; provided however, that in the event the Trust Indenture Act of 1939 is amended after such date,
“Trust Indenture Act” means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended. 

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder. 
 “Trust Officer” means any officer within the
Corporate Trust Administration department of the Trustee (or any successor group of the trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “U.S.
Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 

  
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 SECTION 1.02. Other Definitions. 

 

					
	Term	  	Defined in Section	 
	 “Covenant Defeasance”
	  	 	8.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Legal Holiday”
	  	 	11.07	  
	 “Paying Agent”
	  	 	2.05	  
	 “Payment Default”
	  	 	6.01	  
	 “Registrar”
	  	 	2.05	  

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the
mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Securities; 
 “indenture security Holder” means a Holder of a Security; 

“indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the Securities means the Company and any successor obligor upon the Securities. 
 All other terms used in this Indenture that are defined by the TIA, defined by the TIA’s reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

 SECTION 1.04. Rules of Construction. Unless the context otherwise requires: 

(1) a term has the meaning assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) words in the singular include the
plural, and in the plural include the singular; 
 (5) provisions apply to successive events and transactions; and 

(6) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections
or rules adopted by the SEC from time to time. 

  
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 ARTICLE TWO 
 THE SECURITIES 
 SECTION 2.01. Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board
Resolution, a supplemental indenture or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the
Board Resolution, supplemental indenture or Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters. 
 SECTION 2.02. Establishment of Terms of Series of Securities. At
or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally in the
case of Subsections 2.02(b) through 2.02(y)) by a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution: 

(a) the title of the Securities of the Series (which shall distinguish the Securities of that particular Series from the Securities of
any other Series); 
 (b) any limit upon the aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series); 

(c) the date or dates on which the principal and premium of the Securities of the Series are payable; 

(d) the rate or rates (which may be fixed or variable) at which the Securities of the Series shall bear interest, if any, or the method
of determining such rate or rates, the date or dates from which such interest, if any, shall accrue, the Interest Payment Dates on which such interest, if any, shall be payable or the method by which such dates will be determined, the record dates,
for the determination of Holders thereof to whom such interest is payable (in the case of Securities in registered form), and the basis upon which such interest will be calculated if other than that of a 360 day year of twelve 30 day months;

 (e) the currency or currencies, including composite currencies in which Securities of the Series shall be denominated, if
other than Dollars, and the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee (in the case of Securities in registered form) or the principal New York office of the Trustee (in the case of Securities in
bearer form), where the principal, premium and interest with respect to Securities of such Series shall be payable or the method of such payment, if by wire transfer, mail or other means; 

(f) the price or prices at which, the period or periods within 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 or otherwise; 
 (g) whether Securities of the Series are to
be issued in registered form or bearer form or both and, if Securities are to be issued in bearer form, whether coupons will be attached to them, whether Securities of the Series in bearer form may be exchanged for Securities of the Series issued in
registered form, and the circumstances under which and the places at which any such exchanges, if permitted, may be made; 
 (h)
if any Securities of the Series are to be issued in bearer form or as one or more Global Securities representing individual Securities of the Series in bearer form, whether certain provisions for the payment of additional interest or tax redemptions
shall apply; whether interest with respect to any portion of a temporary Security of the Series in bearer form payable with respect to any Interest Payment Date prior to the exchange of such temporary Security in bearer form for definitive
Securities of the Series in bearer form shall be paid to any clearing organization with respect to the 

  
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portion of such temporary Security in bearer form held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; and the terms upon which a temporary Security in bearer form may be exchanged for one or more definitive Securities of
the Series in bearer form; 
 (i) the obligation, if any, of the Company to redeem, purchase or repay the Securities of the
Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within 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 obligations; 
 (j) the terms, if any, upon which the
Securities of the Series may be convertible into or exchanged for any of the Company’s common stock, preferred stock, other debt securities or warrants for common stock, preferred stock or other securities of any kind and the terms and
conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions; 

(k) if other than denominations of $2,000 and integral multiples of $1,000 in excess of $2,000, the denominations in which the Securities
of the Series shall be issuable; 
 (l) if the amount of principal, premium or interest with respect to the Securities of the
Series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined; 
 (m) if the principal amount payable at the Stated Maturity of Securities of the Series will not be determinable as of any one or more dates prior to such Stated Maturity, the amount that will be deemed to
be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity and which will be deemed to be outstanding as of any such date (or,
in any such case, the manner in which such deemed principal amount is to be determined), and if necessary, the manner of determining the equivalent thereof in Dollars; 
 (n) any changes or additions to Article Eight; 
 (o) if other than the principal
amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02; 

(p) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the Series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to provisions of this Indenture as then in effect; 

(q) 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 Series of Securities to declare the principal amount of, premium, if any, and interest on such Series of Securities due and payable pursuant to Section 6.02; 

(r) if the Securities of the Series shall be issued in whole or in part in the form of a Global Security, the terms and conditions, if
any, upon which such Global Security may be exchanged in whole or in part for other individual Definitive Securities of such Series, the Depositary for such Global Security and the form of any legend or legends to be borne by any such Global
Security in addition to or in lieu of the Global Securities Legend; 

  
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 (s) any Trustee, authenticating agent, Paying Agent, transfer agent or Registrar;

 (t) the applicability of, and any addition to or change in, the covenants (and the related definitions) set forth in Articles
Four or Five which applies to Securities of the Series; 
 (u) the subordination, if any, of the Securities of the Series
pursuant to this Indenture; 
 (v) with regard to Securities of the Series that do not bear interest, the dates for certain
required reports to the Trustee; 
 (w) any United States Federal income tax consequences applicable to the Securities;

 (x) the terms applicable to Original Issue Discount Securities, including the rate or rates at which original issue discount
will accrue; 
 (y) any other terms of Securities of the Series (which terms shall not be prohibited by the provisions of this
Indenture). 
 All Securities of any one Series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, and the authorized principal amount of any Series may not be increased to
provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 
 SECTION 2.03. Denominations; Provisions for Payment. The Securities shall be issuable, except as otherwise provided with respect to any series of Securities pursuant to Section 2.02, as
registered Securities in minimum denominations of two thousand Dollars ($2,000) and integral multiples of one thousand Dollars ($1,000) in excess of $2,000, subject to Sections 2.02(m) and 2.02(p). The Securities of any Series shall bear interest
payable on the dates and at the rate specified with respect to that Series. Unless otherwise provided as contemplated by Section 2.02 with respect to Securities of any Series, the principal of and the interest on the Securities of any Series,
as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in Dollars. Such payment shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and
State of New York. Each Security shall be dated the date of its authentication. Unless otherwise provided as contemplated by Section 2.02, interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day
months. 
 The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that Series shall be paid to the Person in whose name said Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In
the event that any Security of any Series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as provided in Section 3.05 and Section 3.06. 

Unless otherwise set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate establishing the terms of any
series of Securities pursuant to Section 2.02 hereof, the term “regular record date” as used in this Section with respect to Securities of any Series with respect to any Interest Payment Date for such Series shall mean (i) either
the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.02 hereof shall occur, if such Interest Payment Date is the first day of a month or (ii) the
last day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.02 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day. 

  
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 Subject to the foregoing provisions of this Section, each Security of a Series delivered
under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such Series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 

SECTION 2.04. Execution and Authentication. One or more Officers shall sign the Securities for the Company by manual or facsimile
signature. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of
the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule
or usage. 
 The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal
amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate. 
 The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as
provided in Section 2.09. 
 Prior to the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that
Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate, and (c) an Opinion of Counsel. 
 The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be
taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors or vice-presidents shall determine that such action would expose the Trustee to personal liability to
Holders of any then outstanding Series of Securities. 
 The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate. 
 SECTION 2.05. Registrar and Paying Agent. So
long as Securities of any Series remaining outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York (or any other place or places specified with respect to such Series pursuant to
Section 2.02), where Securities of such Series may be presented or surrendered for payment (“Paying Agent”) and where Securities of such Series may be presented for registration of transfer or exchange (“Registrar”). The
Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each office
or agency, Registrar or Paying Agent. If at any time the Company shall fail to maintain any such required office or agency, Registrar or Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations or
surrenders, may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations and surrenders. 

  
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 The Company may also from time to time designate one or more co-registrars or additional
paying agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar or Paying Agent in each
place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such
co-registrar or additional paying agent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. 
 The Company hereby appoints the Trustee as the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of
that Series are first issued. 
 SECTION 2.06. Paying Agent to Hold Money in Trust. The Company shall require each Paying
Agent, other than the Trustee, to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on
the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. Notwithstanding
anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 8.06, and (ii) the Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms and
conditions as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent (if other than the Company or a Subsidiary) shall be released from all further
liability with respect to the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by it as Paying Agent. 

SECTION 2.07. Holder Lists. (a) The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each
Interest Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of each Series of Securities. 

(b) The Trustee may destroy any list furnished to it as provided in Section 2.07(a) upon receipt of a new list so furnished.

 SECTION 2.08. Transfer and Exchange. When Securities of a Series are presented to the Registrar or a co-registrar with
a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but
the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections
2.12, 3.06 or 9.05). 
 Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business
on the day of such mailing, or (b) to register the transfer or exchange of Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called
for redemption in part. 

  
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 All Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or the Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney in writing. 
 The provisions of this Section 2.08 are, with respect to any
Global Security, subject to Section 2.15 hereof. 
 SECTION 2.09. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and, in case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof. 

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.

 The provisions of this Section are exclusive and shall preclude (to the extent lawful) any and all other rights and remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary, with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, negotiable instruments or other securities. 

SECTION 2.10. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.


  
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 If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding until
the Trustee receives proof satisfactory to it that the replaced Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Company. 

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. 

A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. 

In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 
 SECTION 2.11. Treasury Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Company or an Affiliate shall be disregarded and deemed not to be outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at
the time shall be considered in any such determination. 
 SECTION 2.12. Temporary Securities. Until Definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate Definitive Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture as the Definitive Securities. 
 SECTION 2.13. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Securities according to its
normal operating procedures (subject to the record retention requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation. 
 SECTION 2.14. Defaulted Interest. If the
Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, if applicable, to the persons who are Holders of the
Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 30 days before the record date, the Company shall mail to the Trustee and to each Holder of the Series a notice that states the record date,
the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 

  
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 SECTION 2.15. Global Securities. 

(a) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish
whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities. 
 (b) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.08 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant
to Section 2.08 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such event,
(ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global
Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate
principal amount equal to the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this
Section 2.15(b), a Global Security may only be transferred in whole but not in part (i) by the Depositary with respect to such Global Security to a nominee of such Depositary, (ii) by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary. 
 (c) Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 
 “THIS SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.04 OF THE INDENTURE, (B) THIS SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.15(B) OF THE INDENTURE, (C) THIS SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(B) OF THE INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY THE DEPOSITARY OR ANY NOMINEE TO A
SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” 
 (d) Acts of Holders.
(i) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

  
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 (ii) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such
signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

(iii) The ownership of bearer securities may be proved by the production of such bearer securities or by a certificate
executed by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the bearer securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such bearer securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any bearer security continues until (i) another such certificate or affidavit bearing a later date issued in respect of the same bearer security is produced, (ii) such bearer
security is produced to the Trustee by some other Person, (iii) such bearer security is surrendered in exchange for a registered security or (iv) such bearer security is no longer outstanding. The ownership of bearer securities may also be
proved in any other manner which the Trustee deems sufficient. 
 (iv) The ownership of registered securities
shall be proved by the register maintained by the Registrar. 
 (v) Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

(vi) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
 The Depositary, as a Holder, may appoint agents and otherwise authorize Participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture. 
 (e) Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 

  
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 (f) Consents, Declaration and Directions. Except as provided in Section 2.15(e),
the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect
to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
 SECTION 2.16. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in
notices of redemption as a convenience to Holders; provided that neither the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP” number that appears on any Security, check, advice of payment or
redemption notice, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in CUSIP numbers. 

SECTION 2.17. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders of the Securities, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained;
all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities. 
 ARTICLE THREE 
 REDEMPTION AND PREPAYMENT 

SECTION 3.01. Notices to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay
the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Series of Securities. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal
amount of Securities of the Series to be redeemed and the redemption price. The Company shall give such notice to the Trustee at least 30 but no more than 60 days before the redemption date (or such shorter notice as may be acceptable to the
Trustee). 
 SECTION 3.02. Selection of Securities to be Redeemed. Unless otherwise indicated for a particular Series by
a Board Resolution, a supplemental indenture or an Officer’s Certificate, if less than all of the Securities are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Securities to be redeemed or
purchased as follows: 
 (1) if the Securities are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange, if any, on which the Securities are listed; or 
 (2) if the
Securities are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. 
 No Securities of $2,000 of principal amount or less will be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall make the selection at least 25 days but not more than 60 days before the redemption date from outstanding Securities of a Series not previously called for redemption.

 If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the
portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be 

  
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issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become irrevocably due on the date fixed for redemption at the applicable
redemption price, plus accrued and unpaid interest to the redemption date. On and after the redemption date, interest ceases to accrue or accrete on Securities or portions of them called for redemption. 

SECTION 3.03. Notice of Redemption. Unless otherwise provided for a particular Series of Securities by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities
are to be redeemed at its registered address. 
 The notice shall identify the Securities to be redeemed and shall state:

 (1) the redemption date; 
 (2) the redemption price, which will include interest accrued and unpaid to the date fixed for redemption; 
 (3) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security; 

(4) the name and address of the Paying Agent; 
 (5) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (6) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or
portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (7) the paragraph of the Securities
or provision of this Indenture or any supplemental indenture pursuant to which the Securities called for redemption are being redeemed; and 
 (8) the CUSIP or ISIN number, if any, printed on the Securities being redeemed; 

(9) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or
printed on the Securities. 
 At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as required by this Section. 
 SECTION 3.04. Effect of Notice
of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Securities called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be
conditional. 
 Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to
any other Holder. 
 SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on the
redemption date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust) money sufficient to pay


  
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the redemption price of, and accrued interest on, all Securities to be redeemed on that date, other than Securities or portions of Securities called for redemption that have been delivered by the
Issuer to the Trustee for cancellation. The Trustee or the Paying Agent shall as promptly as practicable return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Securities to be redeemed. If such money is then held by the Issuer in trust and is not required for such purpose it shall be discharged from such trust. 

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue
on the Securities or the portions of Securities called for redemption. If a Security is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Security was registered at the close of business on such record date. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate provided in the
Securities. 
 SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the
Company shall execute and, upon the Company’s written request, the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

 ARTICLE FOUR 
 COVENANTS 
 SECTION 4.01. Payment of Securities. The Company
covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually make all payments in respect of each Series of Securities on the dates and in the manner provided in such series of Securities and this
Indenture. Such payments shall be considered made on the date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, money sufficient to make all payments with respect to such Securities then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. 
 SECTION 4.02. SEC Reports. (a) Unless otherwise indicated in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company shall furnish to the Trustee and the Holders copies of its annual report and the information, documents and
other reports that the Company would otherwise be required to file with the SEC pursuant to Sections 13 and 15(d) of the Exchange Act within 15 days after the Company is required to file such reports, information and documents with the Commission
(giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates). The Company also shall comply with the other provisions of TIA § 314(a). Notwithstanding anything to the contrary in this Section 4.02, the Company, to the extent permitted under the Trust Indenture Act, shall
not be required to deliver to the Trustee or the Holders any material for which the Company has sought and received confidential treatment by the Commission. 
 (b) In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports (other than information that the Company in good faith
would have sought confidential treatment from the Commission) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information
available to prospective investors upon request. The Company shall at all times comply with TIA § 314(a). 

  
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 (c) Notwithstanding Sections 4.02(a) and (b), if any direct or indirect parent of the
Company provides a full and unconditional Guarantee of the Notes, the reports, information and other documents required to be filed and furnished as required by Sections 4.02(a) and (b) may be those of such parent, rather than those of the
Company. 
 (d) The Company shall be deemed to have furnished to the Holders of Notes, and to have filed with and delivered to
the Trustee, and to have made available to prospective investors the information and reports referred to in this Section 4.02 (or such information and reports of its parent, if applicable), if such information and reports have been filed with
the SEC via the EDGAR filing system (or any successor filing system of the SEC) and are publicly available. 
 SECTION 4.03.
Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company a certificate from the principal executive officer, principal financial officer or principal accounting officer
stating that in the course of the performance by the signer of its duties as an Officer of the Company it would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the signer
does, the certificate shall describe the Default, its status and what action the Issuer is taking or propose to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 

SECTION 4.04. Further Instruments and Acts. The Company shall execute and deliver to the Trustee such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

SECTION 4.05. Corporate Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company. 

SECTION 4.06. Calculation of Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar
year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 
 ARTICLE
FIVE 
 SUCCESSOR COMPANIES 
 SECTION 5.01. Merger, Consolidation or Sale of Assets. Unless otherwise provided for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, the Company shall not consolidate with or merge into or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties or assets in one transaction or series of transactions, to another Person
unless: 
 (a) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation
organized or existing under the laws of the United States, any state thereof or the District of Columbia; 
 (b) the entity or
Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which the sale, conveyance, assignment, transfer, lease or other disposition shall have been made assumes all the Obligations (as
defined in the Board Resolution, a supplemental indenture hereto or an Officers’ Certificate for a particular Series) of the Company under the Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory
to the Trustee; 

  
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 (c) immediately after giving effect such transaction no Default shall have occurred and be
continuing; and 
 (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with this Indenture. 
 SECTION 5.02. Successor Company Substituted. (a) In case of any such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition and upon the assumption by the
successor entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on all of the Securities of all series
outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to each series of the Securities pursuant to Section 2.02 to be performed by the Company with respect to each
series, such successor entity 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 it had been named as the Company herein, and thereupon the predecessor entity
shall be relieved of all obligations and covenants under this Indenture and the Securities. 
 (b) In case of any such
consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 

(c) Nothing contained in this Indenture or in any of the Securities shall prevent the Company from merging into itself or acquiring by
purchase or otherwise all or any part of the property of any other Person (whether or not affiliated with the Company). 

ARTICLE SIX 

DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. Unless otherwise indicated for a particular Series of Securities by a Board Resolution, a supplemental indenture hereto, or an Officers’ Certificate, each of
the following constitutes an “Event of Default” with respect to each Series of Securities: 
 (1) default for 30 days
in the payment of interest when due on the Securities, whether or not such payment shall be prohibited by Article Ten; 
 (2)
default in the payment of the principal of or premium, if any, when due on the Securities, whether or not such payment shall be prohibited by Article Ten; 
 (3) the Company fails to comply with any of its covenants or agreements in the Securities or this Indenture and such failure continues for 60 days after the notice specified below; 

(4) Debt of the Company is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof
because of a default and the total amount of such Debt unpaid or accelerated exceeds $10.0 million, or its foreign currency equivalent at the time; unless such Debt is discharged or acceleration is rescinded, stayed or annulled within 30 days after
the notice specified below; 
 (5) the Company pursuant to or within the meaning of any Bankruptcy Law: 

  
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 (a) commences a voluntary case; 

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

(c) consents to the appointment of a Custodian of it or for any substantial part of its property; or 

(d) makes a general assignment for the benefit of its creditors; 
 or takes any comparable action under any foreign laws relating to insolvency; 

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

(a) is for relief against the Company in an involuntary case; 

(b) appoints a Custodian of the Company or for any substantial part of its property; or 

(c) orders the winding up or liquidation of the Company; 
 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; or 
 (7) any judgment or decree for the payment of money in excess of $10.0 million (or its foreign currency equivalent at the time) is entered against the Company and remains outstanding for a period of 60
days following the entry of such judgment or decree and is not discharged, waived or the execution thereof stayed within 10 days after the notice specified below, and the aggregate amount thereof not covered by insurance is in excess of $10.0
million. 
 The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The term “Custodian” means, for the purposes of this Article Six, any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law. 
 A Default under clauses (3), (4) or (7) is not an Event of Default until
the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” 
 The Company
shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default under clause (4) and any event which with the giving of notice or the lapse of time
would become an Event of Default under clause (3), (4) or (7), its status and what action the Company is taking or proposes to take with respect thereto. 
 SECTION 6.02. Acceleration. (a) If an Event of Default with respect to any Series of Securities at the time outstanding (other than an Event of Default specified in Section 6.01(5) or
(6) with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities of that Series by notice to the Company, may declare the principal amount of (or, in the
case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of that Series to be due and payable. Upon such a
declaration, such amounts shall be due and payable immediately. If an 

  
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Event of Default specified in Section 6.01(5) or (6) with respect to the Company occurs, the principal amount of (or, in the case of Original Issue Discount Securities of that Series,
the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of each Series of Security shall ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder. 
 (b) At any time after the principal of the Securities of any Series of
Securities shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders of a
majority in principal amount of the Securities of that Series then outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited
with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that Series and the principal of (and premium, if any, on) any and all Securities of that Series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that Series to
the date of such payment or deposit) and the amount payable to the Trustee under Section 7.07, and (ii) any and all Events of Default under the Indenture with respect to such Series of Securities, other than the nonpayment of principal
(or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security) on Securities of that Series that shall not have become due by their terms, shall have been remedied or waived as
provided in Section 6.04. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

SECTION 6.03. Other Remedies. If an Event of Default with respect to any Series of Securities occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and
accrued and unpaid interest on the Securities of that Series or to enforce the performance of any provision of the Securities of that Series or this Indenture. 
 The Trustee may institute and maintain a suit or legal proceeding even if it does not possess any of the Securities of a Series or does not produce any of them in the proceeding. A delay or omission by
the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default with respect to any Series of Securities shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy
is exclusive of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults. The
Holders of a majority in principal amount of the Securities of any Series by notice to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on a Security of that Series, (ii) a Default arising from the failure to redeem or purchase
any Security of that Series when required pursuant to the terms of this Indenture or (iii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder of that Series affected. When a
Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 
 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to
Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject the Trustee to personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnity against all losses and expenses caused by taking or not taking such action.


  
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 SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of
the principal amount of (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on a Security of any Series when due, no Holder of a
Security of that Series may pursue any remedy with respect to this Indenture or the Securities of that Series unless: 
 (i) the Holder previously gave the Trustee written notice stating that an Event of Default with respect to that Series is continuing; 

(ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities of that Series make a written
request to the Trustee to pursue the remedy; 
 (iii) such Holder or Holders of that Series offer to the Trustee
security or indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (iv) the Trustee
does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 
 (v) the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series do not give the Trustee a direction inconsistent with the request during such 60-day period.

 A Holder of Securities of any Series may not use this Indenture to prejudice the rights of another Holder of that Series or
to obtain a preference or priority over another Holder of that Series. 
 SECTION 6.07. Rights of Holders to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount of (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest on the Securities held by such Holder, on or after their Maturity, or to bring suit for the enforcement of any such payment on or after their Maturity, shall not be impaired or affected
without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest
to the extent lawful) and the amounts provided for in Section 7.07. 
 SECTION 6.09. Trustee May File Proofs of
Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors
or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article Six with respect to any Series of Securities, it shall pay out the money or property in the
following order: 
 FIRST: to the Trustee for amounts due under Section 7.07; 

  
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 SECOND: to holders of Senior Debt to the extent required by Article Ten; 

THIRD: to Holders for amounts due and unpaid on the Securities of that Series for the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest, ratably, without preference or priority of any kind, according to the amounts due and payable
on the Securities of that Series for the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest,
respectively; and 
 FOURTH: to the Company. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a
notice that states the record date, the payment date and amount to be paid. 
 SECTION 6.11. Undertaking for Costs. In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing, by any party litigant in the suit, of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the then outstanding Securities of
any Series. 
 SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall
not at any time insist upon, plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law, wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer
and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE SEVEN 

TRUSTEE 

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing with respect to any Series of
Securities, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person would exercise or use under the circumstances in the conduct of such
Person’s own affairs. 
 (b) Except during the continuance of an Event of Default with respect to any Series of Securities:

 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with
respect to the Securities of that Series, as modified or supplemented by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate and no implied covenants or obligations shall be read into this Indenture against the
Trustee; and 
 (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of that Series,
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions 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 stated therein). 

  
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 (c) The Trustee may not be relieved from liability for its own grossly negligent action, its
own negligent failure to act or its own willful misconduct, except that: 
 (1) this paragraph does not limit the effect of
paragraph (b) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

 (f) Money held in trust by the Trustee need not be segregated from funds except to the extent required by law. 

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
 (h) 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 and to the provisions of the TIA. 
 SECTION 7.02.
Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. 
 (e) The Trustee may consult with counsel of its choice, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities, shall be full and complete
authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

(f) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company. 

  
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 (g) The Trustee shall not be deemed to have notice of any Default or Event of Default with
respect to the Securities of any Series unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references such Securities and this Indenture. 
 (h) The rights, privileges, protections, immunities
and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder. 
 (i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities
which might be incurred by the Trustee in compliance with such request or direction. 
 (j) 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, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
make reasonable examination of the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation. 
 (k) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith
and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture, in the Securities, or in
any document executed in connection with the sale of the Securities, other than those set forth in the Trustee’s certificate of authentication. 
 SECTION 7.05. Notice of Defaults. If a Default with respect to Securities of any Series occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall
mail to each Holder of that Series notice of the Default within 90 days after it occurs. The Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the
interests of Holders. 
 SECTION 7.06. Reports by Trustee to Holder. Unless otherwise specified in the applicable Board
Resolution, supplemental indenture hereto or Officers’ Certificate, as promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture and for so long as Securities remain outstanding, the
Trustee shall mail to each Holder a brief report dated as of such reporting date that complies with § 313(a) of the TIA. The Trustee shall also comply with § 313(b) of the TIA. 

  
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 A copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 

SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its
services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of
the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by or in connection with the administration of
this trust and the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to
notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own
willful misconduct, negligence or bad faith. 
 To secure the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay the principal of and interest and any additional payments on particular Securities.

 The Company’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this
Indenture or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(5) or (6) with respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law. 
 SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time with
respect to the Securities of any Series by so notifying the Company. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee and may appoint a successor Trustee with respect to such Series of Securities.
The Company shall remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 

(2) the Trustee is adjudged bankrupt or insolvent; 
 (3) a receiver or other public officer takes charge of the Trustee or its property; or 
 (4) the Trustee otherwise becomes incapable of acting. 
 If the Trustee resigns,
is removed by the Company or by the Holders of a majority in principal amount of the Securities of any Series and such Holders do not reasonably promptly appoint a successor Trustee or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders
of that Series of Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 

  
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 If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities of that Series may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

 If the Trustee fails to comply with Section 7.10, any Holder of that Series of Securities may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the
replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and if at that time any of the Securities shall not have been
authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the 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. 
 SECTION 7.10.
Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) 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 § 310(b)(1) are met. 
 SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has
resigned or has been removed shall be subject to TIA § 311(a) to the extent indicated. 
 ARTICLE EIGHT 

LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE 

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities of any Series upon compliance with the conditions set forth below in
this Article Eight. 
 SECTION 8.02. Legal Defeasance and Discharge. Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect
to all outstanding Securities of that Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged
the entire debt represented by the outstanding Securities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and
(b) below, and to have satisfied all its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or discharged hereunder: 

  
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 (a) the Company’s obligations with respect to such Securities of that Series under
Article Two; 
 (b) the Company’s agreements set forth in Section 5.01 and 5.02; 

(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith
under Article II and Article VII (including, but not limited to, the rights of the Trustee and the duties of the Company under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder); and 

(d) this Article Eight. 
 Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

SECTION 8.03. Covenant Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03 with respect to any Series of Securities, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under any covenants made applicable to the
Series of Securities which are subject to defeasance under the terms of a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate with respect to the outstanding Securities of that Series on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of that Series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities shall not be
deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities of that Series, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition,
upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof with respect to any Series of Securities, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(3), 6.01(4) and 6.01(9) hereof shall not constitute Events of Default with respect to such Securities. 
 SECTION
8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities: 

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any Series of Securities: 

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of that Series of Securities, cash in
United States dollars, noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any,
and interest on the outstanding Securities of that Series on the stated date for payment thereof or on the applicable redemption date, as the case may be; 

  
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 (2) in the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since
the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities will not
recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 
 (3) in the case of an election under Section 8.03 hereof, the Company shall have delivered
to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of that Series will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default with respect to that Series of Securities shall have occurred and be continuing either: 

(a) on the date of such deposit (other than a Default or Event of Default with respect to that Series of Securities
resulting from the borrowing of funds to be applied to such deposit); or 
 (b) insofar as Sections 6.01(5) or
6.01(6) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; 
 (5) such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;

 (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that on the 91st day following the
deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; 
 (7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and 
 (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance have been complied with. 
 SECTION 8.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and noncallable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Securities of the Series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or noncallable Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of that Series. 

  
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 Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money or noncallable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 8.06. Repayment to Company. 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, premium, if any, or interest on any Security 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 on its request or, if then held by the Company, shall be discharged from such trust; and the Holder of such Security shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any Dollars or noncallable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may
be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or Paying Agent. 
 SECTION 8.08. Satisfaction and
Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.09 and Securities for whose payment money or Government Securities have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to
the Company or discharged from such trust, as provided in Section 8.06); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms
to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company has irrevocably deposited with the Trustee, in trust,
for the benefit of the Holders of that Series of Securities, cash in United States dollars, noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay at maturity or upon redemption all Securities of that Series not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such Series by the Company, and shall have delivered to the Trustee an Opinion of
Counsel and an Officers’ Certificate, each stating that all conditions precedent relating to the satisfaction and discharge of this Indenture with respect to such Series have been complied with, then this Indenture shall thereupon cease to be
of further effect with respect to such Series except for: 

  
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 (i) (a) the Company’s obligations with respect to such Securities
of that Series under Article Two; 
 (b) the Company’s agreements set forth in Section 5.01 and 5.02;

 (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith (including, but not limited to, the rights of the Trustee and the duties of the Company under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder); and 

(d) this Article Eight, 
 each of which shall survive until the Securities have been paid in full (thereafter, the Company’s obligations in Section 7.07 only shall survive) and (ii) this Article Eight. 

Upon the Company’s exercise of this Section 8.08, the Trustee, on demand of the Company and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such Series. 
 ARTICLE NINE 
 AMENDMENTS 

SECTION 9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities
without the consent of any Holder: 
 (1) to evidence the succession of another Person to the Company pursuant to Article Five
and the assumption by such successor of the Company’s covenants, agreements and obligations in this Indenture and in the Securities; 
 (2) to surrender any right or power conferred upon the Company by this Indenture, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection
of the Holders of all or any Series of Securities as the Board of Directors of the Company shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in
respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or
provision, such amendment may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available
to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities of any Series to waive such default; 
 (3) to cure any ambiguity or correct or supplement any provision contained in this Indenture, in any supplemental indenture or in any Securities that may be defective or inconsistent with any other
provision contained herein or therein; 
 (4) to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; 

(5) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture
hereto under the TIA as then in effect; 

  
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 (6) to add or to change any of the provisions of this Indenture to provide that Securities
in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer
form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders or any coupons of any Series in any material respect or permit or facilitate the issuance of
Securities of any Series in uncertificated form; 
 (7) in the case of subordinated Securities, to make any change in the
provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such
provisions consents to such change); 
 (8) to add guarantors or co-obligors with respect to any Series of Securities;

 (9) to secure any Series of Securities; 
 (10) to make any change that does not adversely affect the rights of any Holder; 

(11) to add to, change, or eliminate any of the provisions of this Indenture with respect to one or more Series of Securities, so long as
any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such
provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; 

(12) to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one
or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of this Indenture by more than one Trustee; or 

(13) to establish the form or terms of Securities and coupons of any Series pursuant to Article Two. 

SECTION 9.02. With Consent of Holders. The Company and the Trustee may amend this Indenture or the Securities of any Series
without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange offer
for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment may not: 

(1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

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

(3) reduce the principal of or change the Stated Maturity of any Security or waive a redemption payment with respect to any Securities;

 (4) reduce the amount payable upon the redemption of any Security or change the time at which such Security may be redeemed,
if applicable; 
 (5) make any Security payable in money other than that stated in the Security; 

(6) in the case of any subordinated Security, make any change in the ranking or priority of such Security that would adversely affect the
rights of the Holders; 

  
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 (7) waive a Default or Event of Default in the payment of principal of or premium, if any,
or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities and a waiver of the payment default that resulted from such
acceleration); 
 (8) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of
Holders of Securities to receive payments of principal of, or premium, if any, or interest on the Securities; 
 (9) waive a
redemption payment with respect to any Security; or 
 (10) make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions. 
 It shall not be necessary for the consent of the Holders under this Section to
approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Company shall mail to all affected Holders a notice
briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Securities shall comply
with the TIA as then in effect. 
 SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment
or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is
not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective in accordance with its terms. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120
days after such record date. 
 SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of
a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment. 
 SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized
pursuant to this Article Nine if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to
receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.02) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or
permitted by this Indenture. 

  
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 SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the
Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Securities unless such consideration is offered to be paid to all Holders, ratably, that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

 ARTICLE TEN 
 SUBORDINATION 
 SECTION 10.01. Agreement to Subordinate. The Company
agrees, and each Holder by accepting a Security agrees, that the Debt evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article Ten, to the payment when due of all Senior Debt of the
Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt. The Securities shall in all respects rank pari passu with any future Senior Subordinated Debt and senior to all existing and future junior
subordinated Debt of the Company, and only Senior Debt shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article Ten shall be subject to Section 10.12. 

SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Company upon a total or
partial liquidation, dissolution or winding up of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its Property: 

(1) the holders of Senior Debt will be entitled to receive payment in full in cash before the Holders of the Securities are entitled to
receive any payment of principal of or interest on the Securities, except that Holders of Securities may receive and retain shares of stock and any debt securities that are subordinated to the Senior Debt to at least the same extent as the
Securities; and 
 (2) until the Senior Debt is paid in full in cash, any distribution to which Holders of the Securities would
be entitled but for this Article Ten will be made to holders of the Senior Debt as their interests may appear. 
 SECTION 10.03.
Default on Senior Debt. The Company may not pay principal of, or premium, if any, or interest on, the Securities, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Securities
(collectively, “pay the Securities”) if (a) any principal, premium or interest in respect of any Senior Debt is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Debt occurs
and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt has been paid in full in
cash; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. During
the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further
notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company
and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) and ending 179 days thereafter
(unless such Payment Blockage Notice is earlier terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, (b) because such default is no longer continuing or
(c) because such Designated Senior Debt has been repaid in full in cash). Unless the holders of such Designated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded
such acceleration, the Company may (unless otherwise prohibited as described in the first sentence of this 

  
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paragraph) resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be
given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. 
 SECTION 10.04. Acceleration of Payment of Securities. If payment of the Securities is accelerated when any Designated Senior Debt is outstanding, the Company may not pay the Securities until three
Business Days after the Representatives of all issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Securities only if this Indenture otherwise permits payment at that time. 

SECTION 10.05. When Distribution Must be Paid Over. If a distribution is made to Holders that because of this Article Ten should
not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear. 
 SECTION 10.06. Subrogation. After all Senior Debt is paid in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt. A distribution made under this Article Ten to holders of Senior Debt that otherwise would have been made to Holders is not, as between the Company and Holders, a payment by the Company on such Senior Debt.

 SECTION 10.07. Relative Rights. This Article Ten defines the relative rights of Holders and holders of Senior Debt.
Nothing in this Indenture shall: 
 (1) impair, as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms; or 
 (2) prevent
the Trustee or any Holder from exercising its available remedies upon a Default or an Event of Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable to Holders. 

SECTION 10.08. Subordination May Not be Impaired by Company. No right of any holder of Senior Debt to enforce the subordination of
the Debt evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. 
 SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer receives notice satisfactory to it that payments may not be made under
this Article Ten. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt may give the notice; provided, however, that, if an issue of Senior Debt has a Representative, only the
Representative may give the notice. 
 The Trustee in its individual or any other capacity may hold Senior Debt with the same
rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Ten with respect to any Senior Debt that may
at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article Seven shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Ten shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07. 
 SECTION 10.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative (if any). 

  
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 SECTION 10.11. Article Ten Not to Prevent Events of Default or Limit Right to
Accelerate. The failure to make a payment pursuant to the Securities by reason of any provision in this Article Ten shall not be construed as preventing the occurrence of a Default. Nothing in this Article Ten shall have any effect on the right
of the Holders or the Trustee to accelerate the maturity of the Securities. 
 SECTION 10.12. Trust Moneys Not
Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust under Article Eight by the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article Ten, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt or any
other creditor of the Company. 
 SECTION 10.13. Trustee Entitled to Rely. Upon any payment or distribution pursuant to
this Article Ten, the Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (iii) upon the Representatives for the holders of Senior Debt for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of Senior Debt and other Debt 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 Ten. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article Ten, 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. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Ten. 
 SECTION 10.14. Trustee to Effectuate Subordination. Each Holder by accepting a Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt as provided in this Article Ten and appoints the Trustee as attorney-in-fact for any and all such purposes. 

SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Debt. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Debt shall be entitled by virtue of this
Article Ten or otherwise. 
 SECTION 10.16. Reliance by Holders of Senior Debt on Subordination Provisions. Each Holder
by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt, whether such Senior Debt was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Debt. 
 ARTICLE ELEVEN 

MISCELLANEOUS 
 SECTION 11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. 

  
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 SECTION 11.02. Notices. Any notice or communication shall be in writing and delivered
in person or mailed by first-class mail addressed as follows: 
 If to the Company: 

XPO Logistics, Inc. 
 Five Greenwich Office Park 
 Greenwich, Connecticut 06831 

with a copy to: 

Akerman Senterfitt 
 One Southeast Third Avenue, 28th Floor 
 Miami, Florida 33131 

Attention: Jonathan L. Awner, Esq. 
 If to the Trustee: 

[            ] 

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications. 
 Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as
it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
 SECTION 11.03. Communication by Holders with Other Holders. Holders may communicate pursuant to TIA § 312(b) 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 TIA § 312(c). 
 SECTION
11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 

SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture shall include: 
 (1) a statement that the individual making such
certificate or opinion has read such covenant or condition; 

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

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

SECTION 11.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
 SECTION 11.07. Legal
Holidays. A “Legal Holiday” is a Saturday, Sunday or other day on which banking institutions in New York State are authorized or required by law to close. If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 

SECTION 11.08. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

SECTION 11.09. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have
any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all
such liability. This waiver and release shall be part of the consideration for the issuance of the Securities. 
 SECTION 11.10.
Successors. All agreements of the Issuer in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 

SECTION 11.11. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy of the Indenture is enough to prove this Indenture. 
 SECTION 11.12. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

SECTION 11.13. Severability. If any provision in this Indenture is deemed unenforceable, it shall not affect the validity or
enforceability of any other provision set forth herein, or of the Indenture as a whole. 
 [Signature on following page]


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

					
	XPO LOGISTICS, INC.
		
	By:	 	 
			
		 	Name:	 	 
			
		 	Title:	 	 
	
	[                           
                                 ], as Trustee
		
	By:	 	 
			
		 	Name:	 	 
			
		 	Title:	 	 



  
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