EX-4.1



 Exhibit 4.1 

FORM OF SENIOR INDENTURE 
  

 
  

OCEANEERING INTERNATIONAL, INC. 

as Issuer 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Trustee 
  

 
 Indenture 

Dated as of                 ,
         
  

 
 Senior Debt
Securities 
  
  

 







 OCEANEERING INTERNATIONAL, INC. 

Reconciliation and tie between Trust Indenture Act of 1939 

and Indenture, dated as of              

 
  

 

					
	 Section of
 Trust
Indenture
 Act of 1939
	  	 Section(s) of

Indenture

	§ 310	  	(a)(1)	  	7.10
		  	(a)(2)	  	7.10
		  	(a)(3)	  	Not Applicable
		  	(a)(4)	  	Not Applicable
		  	(a)(5)	  	7.10
		  	(b)	  	7.08, 7.10
	§ 311	  	(a)	  	7.11
		  	(b)	  	7.11
		  	(c)	  	Not Applicable
	§ 312	  	(a)	  	2.07
		  	(b)	  	10.03
		  	(c)	  	10.03
	§ 313	  	(a)	  	7.06
		  	(b)	  	7.06
		  	(c)	  	7.06
		  	(d)	  	7.06
	§ 314	  	(a)	  	4.03, 4.04
		  	(b)	  	Not Applicable
		  	(c)(1)	  	10.04
		  	(c)(2)	  	10.04
		  	(c)(3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	10.05
	§ 315	  	(a)	  	7.01(b)
		  	(b)	  	7.05
		  	(c)	  	7.01(a)
		  	(d)	  	7.01(c)
		  	(d)(1)	  	7.01(c)(1)
		  	(d)(2)	  	7.01(c)(2)
		  	(d)(3)	  	7.01(c)(3)
		  	(e)	  	6.11
	§ 316	  	(a)(1)(A)	  	6.05
		  	(a)(1)(B)	  	6.04
		  	(a)(2)	  	Not Applicable
		  	(a)(last sentence)	  	2.11
		  	(b)	  	6.07
	§ 317	  	(a)(1)	  	6.08
		  	(a)(2)	  	6.09
		  	(b)	  	2.06
	§ 318	  	(a)	  	10.01

  

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








 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
	 SECTION 1.01
	 	Definitions	  	 	1	  
	 SECTION 1.02
	 	Other Definitions	  	 	5	  
	 SECTION 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	5	  
	 SECTION 1.04
	 	Rules of Construction	  	 	6	  
		
	 ARTICLE II THE SECURITIES
	  	 	6	  
	 SECTION 2.01
	 	Amount Unlimited; Issuable in Series	  	 	6	  
	 SECTION 2.02
	 	Denominations	  	 	9	  
	 SECTION 2.03
	 	Forms Generally	  	 	9	  
	 SECTION 2.04
	 	Execution, Authentication, Delivery and Dating	  	 	9	  
	 SECTION 2.05
	 	Registrar and Paying Agent	  	 	11	  
	 SECTION 2.06
	 	Paying Agent to Hold Money in Trust	  	 	12	  
	 SECTION 2.07
	 	Holder Lists	  	 	12	  
	 SECTION 2.08
	 	Transfer and Exchange	  	 	12	  
	 SECTION 2.09
	 	Replacement Securities	  	 	13	  
	 SECTION 2.10
	 	Outstanding Securities	  	 	13	  
	 SECTION 2.11
	 	Original Issue Discount, Foreign-Currency Denominated and Treasury Securities	  	 	13	  
	 SECTION 2.12
	 	Temporary Securities	  	 	14	  
	 SECTION 2.13
	 	Cancellation	  	 	14	  
	 SECTION 2.14
	 	Payments; Defaulted Interest	  	 	14	  
	 SECTION 2.15
	 	Persons Deemed Owners	  	 	15	  
	 SECTION 2.16
	 	Computation of Interest	  	 	15	  
	 SECTION 2.17
	 	Global Securities; Book-Entry Provisions	  	 	15	  
	 SECTION 2.18
	 	CUSIP Numbers	  	 	17	  
		
	 ARTICLE III REDEMPTION
	  	 	18	  
	 SECTION 3.01
	 	Applicability of Article	  	 	18	  
	 SECTION 3.02
	 	Notice to the Trustee	  	 	18	  
	 SECTION 3.03
	 	Selection of Securities to Be Redeemed	  	 	18	  
	 SECTION 3.04
	 	Notice of Redemption	  	 	19	  
	 SECTION 3.05
	 	Effect of Notice of Redemption	  	 	20	  
	 SECTION 3.06
	 	Deposit of Redemption Price	  	 	20	  
	 SECTION 3.07
	 	Securities Redeemed or Purchased in Part	  	 	20	  
	 SECTION 3.08
	 	Purchase of Securities	  	 	21	  
	 SECTION 3.09
	 	Mandatory and Optional Sinking Funds	  	 	21	  
	 SECTION 3.10
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	21	  
	 SECTION 3.11
	 	Redemption of Securities for Sinking Fund	  	 	21	  
		
	 ARTICLE IV COVENANTS
	  	 	22	  
	 SECTION 4.01
	 	Payment of Securities	  	 	22	  
	 SECTION 4.02
	 	Maintenance of Office or Agency	  	 	22	  


  
 i 









							
	 	 	 	  	Page	 
	 SECTION 4.03
	 	SEC Reports; Financial Statements	  	 	23	  
	 SECTION 4.04
	 	Compliance Certificate	  	 	23	  
	 SECTION 4.05
	 	Existence	  	 	24	  
	 SECTION 4.06
	 	Waiver of Stay, Extension or Usury Laws	  	 	24	  
	 SECTION 4.07
	 	Additional Amounts	  	 	24	  
		
	 ARTICLE V SUCCESSORS
	  	 	25	  
	 SECTION 5.01
	 	Limitations on Mergers, Consolidations and Other Transactions	  	 	25	  
	 SECTION 5.02
	 	Successor Person Substituted	  	 	26	  
		
	 ARTICLE VI DEFAULTS AND REMEDIES
	  	 	26	  
	 SECTION 6.01
	 	Events of Default	  	 	26	  
	 SECTION 6.02
	 	Acceleration	  	 	28	  
	 SECTION 6.03
	 	Other Remedies	  	 	28	  
	 SECTION 6.04
	 	Waiver of Defaults	  	 	29	  
	 SECTION 6.05
	 	Control by Majority	  	 	29	  
	 SECTION 6.06
	 	Limitations on Suits	  	 	29	  
	 SECTION 6.07
	 	Rights of Holders to Receive Payment	  	 	30	  
	 SECTION 6.08
	 	Collection Suit by Trustee	  	 	30	  
	 SECTION 6.09
	 	Trustee May File Proofs of Claim	  	 	30	  
	 SECTION 6.10
	 	Priorities	  	 	31	  
	 SECTION 6.11
	 	Undertaking for Costs	  	 	32	  
		
	 ARTICLE VII TRUSTEE
	  	 	32	  
	 SECTION 7.01
	 	Duties of Trustee	  	 	32	  
	 SECTION 7.02
	 	Rights of Trustee	  	 	33	  
	 SECTION 7.03
	 	May Hold Securities	  	 	35	  
	 SECTION 7.04
	 	Trustee’s Disclaimer	  	 	35	  
	 SECTION 7.05
	 	Notice of Defaults	  	 	35	  
	 SECTION 7.06
	 	Reports by Trustee to Holders	  	 	35	  
	 SECTION 7.07
	 	Compensation and Indemnity	  	 	36	  
	 SECTION 7.08
	 	Replacement of Trustee	  	 	36	  
	 SECTION 7.09
	 	Successor Trustee by Merger, etc	  	 	38	  
	 SECTION 7.10
	 	Eligibility; Disqualification	  	 	38	  
	 SECTION 7.11
	 	Preferential Collection of Claims Against the Company	  	 	39	  
		
	 ARTICLE VIII DISCHARGE OF INDENTURE
	  	 	39	  
	 SECTION 8.01
	 	Termination of the Company’s Obligations	  	 	39	  
	 SECTION 8.02
	 	Application of Trust Money	  	 	43	  
	 SECTION 8.03
	 	Repayment to Company	  	 	43	  
	 SECTION 8.04
	 	Reinstatement	  	 	43	  
	 SECTION 8.05
	 	Government Obligations	  	 	43	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS
	  	 	44	  
	 SECTION 9.01
	 	Without Consent of Holders	  	 	44	  
	 SECTION 9.02
	 	With Consent of Holders	  	 	45	  
	 SECTION 9.03
	 	Compliance with Trust Indenture Act	  	 	47	  


  
 ii 









							
	 	 	 	  	Page	 
	 SECTION 9.04
	 	Revocation and Effect of Consents	  	 	47	  
	 SECTION 9.05
	 	Notation on or Exchange of Securities	  	 	47	  
	 SECTION 9.06
	 	Trustee to Sign Amendments, etc	  	 	48	  
		
	 ARTICLE X MISCELLANEOUS
	  	 	48	  
	 SECTION 10.01
	 	Trust Indenture Act Controls	  	 	48	  
	 SECTION 10.02
	 	Notices	  	 	48	  
	 SECTION 10.03
	 	Communication by Holders with Other Holders	  	 	49	  
	 SECTION 10.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	49	  
	 SECTION 10.05
	 	Statements Required in Certificate or Opinion	  	 	50	  
	 SECTION 10.06
	 	Rules by Trustee and Agents	  	 	50	  
	 SECTION 10.07
	 	Legal Holidays	  	 	50	  
	 SECTION 10.08
	 	No Recourse Against Others	  	 	50	  
	 SECTION 10.09
	 	Governing Law	  	 	51	  
	 SECTION 10.10
	 	Waiver of Jury Trial	  	 	51	  
	 SECTION 10.11
	 	Force Majeure	  	 	51	  
	 SECTION 10.12
	 	No Adverse Interpretation of Other Agreements	  	 	51	  
	 SECTION 10.13
	 	Successors	  	 	51	  
	 SECTION 10.14
	 	Severability	  	 	51	  
	 SECTION 10.15
	 	Counterpart Originals	  	 	51	  
	 SECTION 10.16
	 	Table of Contents, Headings, etc	  	 	52	  
	 SECTION 10.17
	 	U.S.A. PATRIOT Act	  	 	52	  


  
 iii 








 INDENTURE dated as of
            between Oceaneering International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s
unsecured debentures, notes or other evidences of indebtedness (the “Securities”) to be issued from time to time in one or more series as provided in this Indenture: 

ARTICLE I 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
 SECTION 1.01 Definitions. 

“Additional Amounts” means any additional amounts required by the express terms of a Security or by or pursuant to a Board
Resolution, under circumstances specified therein or pursuant thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental charges imposed on certain Holders and that are owing to those Holders. 

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

“Agent” means any Registrar or Paying Agent. 

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

 “Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized, with respect to any
particular matter, to act by or on behalf of the Board of Directors of the Company. 
 “Board Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of that certification, and delivered to the Trustee. 

“Business Day” means any day that is not a Legal Holiday. 

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase (other than convertible or
exchangeable Indebtedness), warrants, options, participations or other equivalents of or interests (however designated) in equity issued by that Person. 

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor
Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean that successor Person; provided, however, that for purposes of any provision contained herein which is
required by the TIA, “Company” shall also mean each other obligor (if any) on the Securities of a series. 

  
 1 








 “Company Order” and “Company Request” mean, respectively, a written order or
request signed in the name of the Company by two Officers of the Company, and delivered to the Trustee. 
 “Corporate Trust
Office” of the Trustee means the office of the Trustee at the address specified in Section 10.02 or as may be located at such other address as the Trustee may give notice to the Company. 

“Default” means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default.

 “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the
Person specified pursuant to Section 2.01 hereof as the initial Depositary with respect to the Securities of that series, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and
thereafter “Depositary” shall mean or include that successor. 
 “Dollar” or “$” 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. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, as in effect from time to time. 
 “Global Security” of any series
means a Security of that series that is issued in global form in the name of the Depositary with respect thereto or its nominee. 

“Government Obligations” means, with respect to a series of Securities, direct obligations of the government that issues the
currency in which the Securities of the series are payable for the payment of which the full faith and credit of that government is pledged, or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of that
government, the payment of which is unconditionally guaranteed as a full faith and credit obligation by that government. 

“Holder” means a Person in whose name a Security is registered. 

“Indenture” means this Indenture as amended or supplemented from time to time pursuant to the provisions hereof, and includes the
terms of a particular series of Securities established as contemplated by Section 2.01. 

  
 2 








 “interest” means, with respect to an Original Issue Discount Security that by its terms
bears interest only after Maturity, interest payable after Maturity. 
 “Interest Payment Date,” when used with respect to any
Security, shall have the meaning assigned to that term in the Security as contemplated by Section 2.01. 
 “Issue Date”
means, with respect to Securities of a series, the date on which the Securities of that series are originally issued under this Indenture. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of The City of New York, New York, Houston,
Texas or a Place of Payment are authorized or obligated by law, regulation or executive order to remain closed. 
 “Maturity”
means, with respect to any Security, the date on which the principal of that Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof, or by declaration of acceleration,
call for redemption or otherwise. 
 “Officer” means the Chairman of the Board, the President, any Vice Chairman of the Board, any
Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person. 

“Officers’ Certificate” means a certificate signed by two Officers of a Person. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. That counsel may be an
employee of or counsel to the Company or the Trustee. 
 “Original Issue Discount Security” means any Security that provides for
an amount less than the principal amount thereof to be due and payable on a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 

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

“Place of Payment” means, with respect to the Securities of any series, the place or places where, subject to the provisions of
Section 4.02, the principal of, premium (if any) on and interest on and any Additional Amounts with respect to the Securities of that series are payable as specified in accordance with Section 2.01. 

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

“Redemption Date” means, with respect to any Security to be redeemed, the date fixed for that redemption by or pursuant to this
Indenture. 

  
 3 








 “Redemption Price” means, with respect to any Security to be redeemed, the price at
which it is to be redeemed pursuant to this Indenture. 
 “Responsible Officer” means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture. 
 “Rule 144A Securities” means Securities of a series designated pursuant to Section 2.01
as entitled to the benefits of Section 4.03(b). 
 “SEC” means the Securities and Exchange Commission. 

“Securities” has the meaning stated in the preamble of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. 
 “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of that series, as custodian with respect to the Securities of that series, or any successor entity thereto. 

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

“Subsidiary” means a Person at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock that ordinarily has voting power for the election of directors, whether at
all times or only so long as no senior class of stock has that voting power by reason of any contingency. 
 “TIA” means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date hereof. 
 “Trustee” means the
Person named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter “Trustee” means each Person who is then a Trustee hereunder, and if at any time there is more than one
such Person, “Trustee” as used with respect to the Securities of any series means the Trustee with respect to Securities of that series. 

“United States” means the United States of America (including the States and the District of Columbia) and its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands). 

  
 4 








 “United States Alien” means any Person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien or foreign fiduciary of an estate or trust, or a foreign partnership. 

“U.S. Government Obligations” means Government Obligations with respect to Securities payable in Dollars. 

SECTION 1.02 Other Definitions. 
  

					
	 Defined Term
	  	Defined
in Section	 
	 “Bankruptcy Custodian”
	  	 	6.01	  
	 “Conversion Event”
	  	 	6.01	  
	 “covenant defeasance”
	  	 	8.01	  
	 “Event of Default”
	  	 	6.01	  
	 “Exchange Rate”
	  	 	2.11	  
	 “Judgment Currency”
	  	 	6.10	  
	 “legal defeasance”
	  	 	8.01	  
	 “mandatory sinking fund payment”
	  	 	3.09	  
	 “optional sinking fund payment”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.05	  
	 “Registrar”
	  	 	2.05	  
	 “Required Currency”
	  	 	6.10	  
	 “Successor”
	  	 	5.01	  

 SECTION 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Holder. 

“indenture to be qualified” means this Indenture. 

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

“obligor” on the indenture securities means the Company or any other obligor on the Securities. 

All terms used in this Indenture that are defined by the TIA, defined by a TIA reference to another statute or defined by an SEC rule under
the TIA have the meanings so assigned to them. 

  
 5 








 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) all references in this instrument to Articles and Sections are references to the corresponding Articles and Sections in and
of this instrument. 
 ARTICLE II 

THE SECURITIES 
 SECTION 2.01
Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. 
 The Securities may be issued in one or more series. There shall be established in or pursuant to a Board
Resolution, and set forth, or determined in a manner provided, in an Officers’ Certificate or in a Company Order, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all
other series); 
 (2) if there is to be a limit, the limit on the aggregate principal amount of the Securities of the series
that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered on registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
2.12, 2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section 2.04 or 2.17, are deemed never to have been authenticated and delivered hereunder); provided, however, that unless otherwise provided in the terms of
the series, the authorized aggregate principal amount of that series may be increased before or after the issuance of any Securities of the series by a Board Resolution (or action pursuant to a Board Resolution) to that effect; 

(3) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in 

  
 6 








 
permanent global form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests in any such Global Security may exchange those interests for Securities of that series
and of like tenor of any authorized form and denomination and the circumstances under which those exchanges may occur, if other than in the manner provided in Section 2.17, and the initial Depositary and Security Custodian, if any, for any
Global Security or Securities of that series; 
 (4) (i) if other than provided herein, the Person to whom any interest
on Securities of the series shall be payable, and (ii) the manner in which any interest payable on a temporary Global Security on any Interest Payment Date will be paid if other than in the manner provided in Section 2.14; 

(5) the date or dates on which the principal of (and premium, if any, on) the Securities of the series is payable or the method
of determination thereof; 
 (6) the rate or rates, or the method of determination thereof, at which the Securities of the
series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to those Securities shall be payable, the date or dates from which that interest shall accrue, the Interest Payment Dates on which that interest
shall be payable and the record date for the interest payable on any Securities on any Interest Payment Date; 
 (7) the
place or places where, subject to the provisions of Section 4.02, the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of the series shall be payable; 

(8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and
the terms and conditions on which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option, and the manner in which the Company may exercise any such option, if different from
those set forth herein; 
 (9) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions on
which Securities of the series shall be redeemed, purchased or repaid in whole or in part pursuant to that obligation; 

(10) if other than denominations of $1,000 and any integral multiple thereof, the denomination in which any Securities of that
series shall be issuable; 
 (11) if other than Dollars, the currency or currencies (including composite currencies) or the
form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, in which payment of the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of the series shall be payable; 

  
 7 








 (12) if the principal of, premium (if any) or interest on or any Additional
Amounts with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be
payable, the currency or currencies (including composite currencies) in which payment of the principal, premium (if any), interest and any Additional Amounts with respect to Securities of that series as to which that election is made shall be
payable, and the periods within which and the terms and conditions on which that election is to be made; 
 (13) if the
amount of payments of principal, premium (if any), interest and any Additional Amounts with respect to the Securities of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other
index or formula, the manner in which those amounts shall be determined; 
 (14) if other than the entire principal amount
thereof, the portion of the principal amount of Securities of the series that shall be payable on declaration of acceleration of the Maturity thereof pursuant to Section 6.02; 

(15) any additional means of satisfaction and discharge of this Indenture and any additional conditions or limitations to
discharge with respect to Securities of the series pursuant to Article VIII or any modifications of or deletions from those conditions or limitations; 

(16) any deletions or modifications of or additions to the Events of Default set forth in Section 6.01 or covenants of the
Company set forth in Article IV pertaining to the Securities of the series; 
 (17) any restrictions or other provisions with
respect to the transfer or exchange of Securities of the series, which may amend, supplement, modify or supersede those contained in this Article II; 

(18) if the Securities of the series are to be convertible into or exchangeable for Capital Stock, other debt securities
(including Securities), warrants, other equity securities or any other securities or property of the Company or any other Person, at the option of the Company or the Holder or on the occurrence of any condition or event, the terms and conditions for
that conversion or exchange; 
 (19) if the Securities of the series are to be entitled to the benefit of
Section 4.03(b) (and accordingly constitute Rule 144A Securities), that fact; and 
 (20) any other terms of the series
(which terms shall not be prohibited by the provisions of this Indenture). 
 All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’
Certificate or Company Order referred to above or in any such indenture supplemental hereto. 

  
 8 








 If any of the terms of the series are established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of that action together with that Board Resolution shall be set forth in an Officers’ Certificate or certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate or Company Order setting forth the terms of the series. 
 SECTION 2.02 Denominations.

 The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the Securities of that series denominated in Dollars shall be issuable in denominations of $1,000 and any integral multiples thereof. 

SECTION 2.03 Forms Generally. 

The Securities of each series shall be in fully registered form and in substantially the form or forms (including temporary or permanent
global form) established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto. The Securities may have notations, legends or endorsements required by law, securities exchange rule, the Company’s certificate of
incorporation, bylaws or other similar governing documents, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). A copy of the Board Resolution
establishing the form or forms of Securities of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 2.04 for the authentication and delivery of those Securities. 

The definitive Securities of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other
manner, all as determined by the Officers executing those Securities, as evidenced by their execution thereof. 
 The Trustee’s
certificate of authentication shall be in substantially the following form: 
 “This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture. 
  

			
	 Wells Fargo Bank, National Association, as Trustee

		
	 By:
	 	  

		 	Authorized Signatory”.


 SECTION 2.04 Execution, Authentication, Delivery and Dating. 

Two Officers of the Company shall sign the Securities of each series on behalf of the Company by manual or facsimile signature. 

If an Officer of the Company whose signature is on a Security no longer holds that office at the time the Security is authenticated, the
Security shall be valid nevertheless. 

  
 9 








 A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company delivers that Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement (which need
not comply with Section 10.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture that Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
 At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, and the Trustee shall authenticate and deliver those Securities for original issue on a
Company Order for the authentication and delivery of those Securities. That order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the
initial Holder or Holders and any other terms of the Securities of that series not otherwise determined. If provided for in those procedures, that Company Order may authorize (1) authentication and delivery of Securities of that series for
original issue from time to time, with certain terms (including, without limitation, the Maturity date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication
and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. 

If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating those Securities, and accepting the additional responsibilities under this Indenture in relation to those Securities, the Trustee shall be entitled to receive (in addition to the Company Order referred to above
and the other documents required by Section 10.04), and (subject to Section 7.01) shall be fully protected in relying on, 

(a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action
taken pursuant thereto, as contemplated by the last paragraph of Section 2.01 and to the effect that all conditions precedent to the authorization and delivery of the Securities have been complied with; and 

(b) an Opinion of Counsel to the effect that: 

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

  
 10 








 (iii) those Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in that Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of
general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). 
 If all the
Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but that Officers’ Certificate and Opinion of
Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. 
 The Trustee shall not be
required to authenticate those Securities if the issuance of those Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably
acceptable to the Trustee. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless
limited by the terms of that appointment, 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 that agent. An authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. 
 Each Security shall be dated the date of
its authentication. 
 SECTION 2.05 Registrar and Paying Agent. 

The Company shall maintain an office or agency for each series of Securities where Securities of that series may be presented for registration
of transfer or exchange (“Registrar”) and an office or agency where Securities of that series may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Securities of that series and of their
transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent.

 The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to that Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Subsidiary may act as Paying Agent or Registrar. 

The Company initially appoints the Trustee as Registrar and Paying Agent. 

  
 11 








 SECTION 2.06 Paying Agent to Hold Money in Trust. 

With respect to each series of Securities, 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 Securities of that series or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on or any Additional Amounts with respect to
Securities of that series 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 and to account for
any funds disbursed. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon payment over to the Trustee and upon accounting for any funds disbursed, the Paying Agent
(if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent with respect to a series of Securities, it shall segregate and hold in a
separate trust fund for the benefit of the Holders of Securities of that series all money held by it as Paying Agent. Each Paying Agent shall otherwise comply with TIA § 317(b). 

SECTION 2.07 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of Holders of each series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar with respect to a series of Securities, the Company shall furnish to the Trustee at least five Business Days before each
Interest Payment Date with respect to that series of Securities, 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
the Securities of that series, and the Company shall otherwise comply with TIA § 312(a). 
 SECTION 2.08 Transfer and Exchange.

 Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01, when Securities of any series are presented
to the Registrar with the request to register the transfer of those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for those transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the
Registrar can rely. 
 To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar’s written request and submission of the Securities (or Global Securities). No service charge shall be made to a Holder 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 such transfer tax or similar 

  
 12 








 
governmental charge payable on exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, neither the Company nor the Trustee shall be required to register the transfer or exchange of (a) any Security selected for redemption in whole or in part pursuant to
Article III, except the unredeemed portion of any Security being redeemed in part or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required
pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing. 

SECTION 2.09 Replacement Securities. 

If any mutilated Security is surrendered to the Trustee, or if the Holder of a Security claims that the Security has been destroyed, lost or
stolen and the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of that Security, the Company shall issue and the Trustee shall authenticate a replacement Security of the same series if the
Trustee’s requirements are met. If 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 that Security. If required by
the Trustee or the Company, the Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent or any authenticating agent from any loss that any of them may
suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. 
 Every
replacement Security is an additional obligation of the Company. 
 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 in a Global Security effected by the Trustee hereunder and those described in this Section 2.10 as not outstanding. 

If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that
the replaced Security is held by a bona fide purchaser. 
 If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. 
 A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security. 
 SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and
Treasury Securities. 
 In determining whether the Holders of the required principal amount of Securities have concurred in any
direction, amendment, supplement, waiver or consent, (a) the principal amount 

  
 13 








 
of an Original Issue Discount Security shall be the principal amount thereof that would be due and payable as of the date of that determination upon acceleration of the Maturity thereof pursuant
to Section 6.02, (b) the principal amount of a Security denominated in a foreign currency shall be the Dollar equivalent, as determined by the Company by reference to the noon buying rate in The City of New York for cable transfers for
that currency, as that rate is certified for customs purposes by the Federal Reserve Bank of New York (the “Exchange Rate”) on the date of original issuance of that Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent, as determined by the Company by reference to the Exchange Rate on the date of original issuance of that Security, of the amount determined as provided in (a) above), of that Security and
(c) Securities owned by the Company or any other obligor on the Securities or any Affiliate of the Company or of that other obligor shall be disregarded, except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, amendment, supplement, waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 

SECTION 2.12 Temporary Securities. 

Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. 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 shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as 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, payment or redemption or for credit against any sinking fund payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange,
payment, redemption, replacement or cancellation or for credit against any sinking fund. Unless the Company shall direct in writing that canceled Securities be returned to it, after written notice to the Company all canceled Securities held by the
Trustee shall be disposed of in accordance with the customary procedures of the Trustee. The Company may not issue new Securities to replace Securities that have been paid or that have been delivered to the Trustee for cancellation. 

SECTION 2.14 Payments; Defaulted Interest. 

Unless otherwise provided as contemplated by Section 2.01 with respect to the Securities of any series, interest (except defaulted
interest) on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Persons who are registered Holders of that Security at the close of business on the record date next preceding
that Interest Payment Date, even if those Securities are canceled after that record date and on or before that Interest Payment Date. The Holder must surrender a Security to a Paying Agent to collect principal payments. Unless otherwise provided
with respect to the Securities of 

  
 14 








 
any series, the Company will pay the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities in Dollars. Those amounts shall be payable at the
offices of the Trustee or any Paying Agent, provided that, at the option of the Company, the Company may pay those amounts (1) by wire transfer with respect to Global Securities or (2) by check payable in that money mailed to a
Holder’s registered address with respect to any Securities. 
 If the Company defaults in a payment of interest on the Securities of
any series, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest on the defaulted interest, in each case at the rate provided in the Securities of that series and in Section 4.01. The Company may pay the
defaulted interest to the Persons who are Holders on a subsequent special record date. At least 15 days before any special record date selected by the Company, the Company (or the Trustee, in the name of and at the expense of the Company upon 20
days’ prior written notice from the Company setting forth that record date and the interest amount to be paid) shall mail to Holders of any such series of Securities a notice that states the special record date, the related payment date and the
amount of that interest to be paid. 
 SECTION 2.15 Persons Deemed Owners. 

The Company, the Trustee, any Agent and any authenticating agent may treat the Person in whose name any Security is registered as the owner of
that Security for the purpose of receiving payments of principal of, premium (if any) or interest on, or any Additional Amounts with respect to that Security and for all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary. 
 SECTION 2.16 Computation of Interest. 

Except as otherwise specified as contemplated by Section 2.01 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a year of 360 days comprising twelve 30-day months. 
 SECTION 2.17 Global Securities; Book-Entry
Provisions. 
 If Securities of a series are issuable in global form as a Global Security, as contemplated by Section 2.01, then,
notwithstanding clause (10) of Section 2.01 and the provisions of Section 2.02, any such Global Security shall represent those of the outstanding Securities of that series as shall be specified therein and may provide that it shall
represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges, transfers or redemptions. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of outstanding Securities represented thereby shall be made by the Trustee (i) in such manner and upon
instructions given by such Person or Persons as shall be specified in that Security or in a Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with written instructions or such other
written form of instructions as is customary for the Depositary for that Security, from that Depositary or its nominee on behalf of any Person having a beneficial interest in that Global Security. Subject to the provisions of Section 2.04


  
 15 








 
and, if applicable, Section 2.12, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified
in that Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Global Security, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other
similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to that Global Security. Any Global Security may be deposited with the Depositary or its nominee, or may remain in the custody of the
Trustee or the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 10.05 and need not be accompanied by an Opinion of Counsel. 

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary, or the Trustee or the Security Custodian as its custodian, or under that Global Security, and the Depositary may be treated by the Company, the Trustee or the Security Custodian and any agent
of the Company, the Trustee or the Security Custodian as the absolute owner of that Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Global Security of any series may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of Securities of that series is entitled to take under this Indenture or the Securities of that
series and (ii) nothing herein shall prevent the Company, the Trustee or the Security Custodian or any agent of the Company, the Trustee, or the Security Custodian from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. 

Notwithstanding Section 2.08, and except as otherwise provided pursuant to Section 2.01, transfers of a Global Security shall be
limited to transfers of that Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a Global Security of that series in exchange for their beneficial interests in that Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for that Global Security and a successor Depositary is not appointed by the Company within 90 days of that notice, (2) an Event of Default has occurred
with respect to that series and is continuing and the Registrar has received a request from the Depositary to issue Securities of that series in lieu of all or a portion of that Global Security (in which case the Company shall deliver Securities of
that series within 30 days of that request) or (3) the Company determines not to have the Securities of that series represented by a Global Security. 

In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to this
Section 2.17, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company shall execute, and the Trustee on receipt of a Company Order for the authentication and delivery of Securities shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. 

  
 16 








 In connection with the transfer of all the beneficial interests in a Global Security of any
series to beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interests in the Global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. 

Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on
account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to those Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security
Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from that Global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). 
 The provisions of the
last sentence of the third paragraph of Section 2.04 shall apply to any Global Security if that Global Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with written
instructions (which need not comply with Section 10.05 and need not be accompanied by an Opinion of Counsel) with regard to the cancellation or reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the third paragraph of Section 2.04. 
 Notwithstanding the provisions of Sections 2.03
and 2.14, unless otherwise specified as contemplated by Section 2.01 with respect to Securities of any series, payment of principal of and premium (if any) and interest on and any Additional Amounts with respect to any Global Security shall be
made to the Person or Persons specified therein. 
 SECTION 2.18 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 any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify
the Trustee in writing of any change in the “CUSIP” numbers. 

  
 17 








 ARTICLE III 

REDEMPTION 
 SECTION 3.01
Applicability of Article. 
 Securities of any series that are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated by Section 2.01 for Securities of any series) in accordance with this Article III. 

SECTION 3.02 Notice to the Trustee. 

If the Company elects to redeem Securities of any series pursuant to this Indenture, it shall notify the Trustee of the Redemption Date and
principal amount of Securities of that series to be redeemed. The Company shall so notify the Trustee at least three Business Days before sending a notice of such redemption (unless a shorter notice shall be satisfactory to the Trustee) by
delivering to the Trustee an Officers’ Certificate stating that the redemption will comply with the provisions of this Indenture and of the Securities of that series. Any such notice may be canceled at any time prior to the mailing of that
notice of redemption to any Holder of the Securities of that series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions. 

SECTION 3.03 Selection of Securities to Be Redeemed. 

If less than all the Securities of any series are to be redeemed (unless all of the Securities of that series of a specified tenor are to be
redeemed), the Company shall deliver to the Trustee at least three Business Days before sending a notice of such redemption (unless a shorter notice shall be satisfactory to the Trustee), an Officers’ Certificate requesting that the Trustee
select the Securities to be redeemed and setting forth the information required by Section 3.04. The particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the outstanding
Securities of that series (and tenor) not previously called for redemption, either pro rata, by lot or by such other method as the Trustee shall deem appropriate (except that any Securities represented by a Global Security will be redeemed by such
method the Depositary may require). That redemption may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of
Securities of that series of a denomination larger than the minimum authorized denomination for Securities of that series or of the principal amount of Global Securities of that series. 

The Trustee shall promptly notify the Company and the Registrar in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For purposes of this Indenture, unless the
context otherwise requires, all provisions relating to redemption of Securities of any series shall relate, in the case of any of the Securities redeemed or to be redeemed only in part, to the portion of the principal amount thereof which has been
or is to be redeemed. 

  
 18 








 SECTION 3.04 Notice of Redemption. 

Notice of redemption shall be given by first-class mail, postage prepaid, mailed (or in accordance with the rules and procedures of the
Depositary) not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities of a series to be redeemed, at the address of that Holder appearing in the register of Securities for that series maintained by the
Registrar. 
 All notices of redemption shall identify the Securities to be redeemed and shall state: 

(1) the name of the Securities, including the series, issue date, CUSIP number (if any), interest rate, maturity date and
certificate numbers; 
 (2) the amount of the Securities being redeemed; 

(3) the Redemption Date; 

(4) the Redemption Price; 

(5) that, unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to
accrue on and after the Redemption Date, and the only remaining right of the Holders of those Securities is to receive payment of the Redemption Price on surrender to the Paying Agent of the Securities redeemed; 

(6) if any Security is to be redeemed in part, the portion of the principal amount thereof to be redeemed and that on and after
the Redemption Date, on surrender for cancellation of that Security to the Paying Agent, a new Security or Securities in the aggregate principal amount equal to the unredeemed portion thereof will be issued without charge to the Holder; 

(7) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price and the name
and address of the Paying Agent; 
 (8) that the redemption is for a sinking or analogous fund, if that is the case; 

(9) if the redemption or notice thereof is subject to one or more conditions, a statement to that effect and the condition or
conditions precedent; and 
 (10) the address of the Trustee, as provided in Section 10.02, for presentment of the
Securities. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given: (i) by the Company; or
(ii) at the Company’s written request, by the Trustee in the name and at the expense of the Company, provided that the Company shall have delivered to the Trustee, at least three Business Days prior to the date of the giving of the notice
of redemption (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the immediately preceding
paragraph. 

  
 19 








 SECTION 3.05 Effect of Notice of Redemption. 

Once notice of redemption is properly given, unless the redemption or notice thereof is subject to one or more conditions (as specified in the
notice of redemption), Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price, and any failure to give notice or defect in notice shall not affect the validity of other notices properly given. Upon
surrender to the Paying Agent, those Securities called for redemption shall be paid at the Redemption Price, but interest installments whose maturity is on or prior to that Redemption Date will be payable on the relevant Interest Payment Dates to
the Holders of record at the close of business on the relevant record dates specified pursuant to Section 2.01. 
 SECTION 3.06
Deposit of Redemption Price. 
 At or prior to 11:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with
the Trustee or the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee for cancellation. 
 If the Company complies with the
immediately preceding paragraph, then, unless the Company defaults in the payment of that Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not those Securities
are presented for payment, and the Holders of those Securities shall have no further rights with respect to those Securities except for the right to receive the Redemption Price on surrender of those Securities. If any Security called for redemption
shall not be so paid on surrender thereof for redemption, the principal of and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate
specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, their initial yield to maturity. 

SECTION 3.07 Securities Redeemed or Purchased in Part. 

Upon surrender to the Paying Agent of a Security to be redeemed in part, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of that Security without service charge a new Security or Securities, of the same series and of any authorized denomination as requested by that Holder in aggregate principal amount equal to, and in exchange for, the unredeemed
portion of the principal of the Security so surrendered that is not redeemed. 

  
 20 








 SECTION 3.08 Purchase of Securities. 

Unless otherwise specified as contemplated by Section 2.01, the Company and any Affiliate of the Company may, subject to applicable law,
at any time purchase or otherwise acquire Securities in the open market or by private agreement. Any such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by those Securities. Any
Securities purchased or acquired by the Company may be delivered to the Trustee for cancellation and, on that cancellation, the indebtedness represented thereby shall be deemed to be satisfied. Section 2.13 shall apply to all Securities so
delivered. 
 SECTION 3.09 Mandatory and Optional Sinking Funds. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment,” and any payment in excess of the minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” Unless otherwise provided by the
terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.10. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by
the terms of Securities of that series and by this Article III. 
 SECTION 3.10 Satisfaction of Sinking Fund Payments with
Securities. 
 The Company may deliver outstanding Securities of a series (other than any previously called for redemption) and may
apply as a credit Securities of a series that have been redeemed either at the election of the Company pursuant to the terms of those Securities or through the application of permitted optional sinking fund payments pursuant to the terms of those
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of that series required to be made pursuant to the terms of that series of Securities; provided that those Securities have not
been previously so credited. Those Securities shall be received and credited for that purpose by the Trustee at the Redemption Price specified in those Securities for redemption through operation of the sinking fund, and the amount of that sinking
fund payment shall be reduced accordingly. 
 SECTION 3.11 Redemption of Securities for Sinking Fund. 

Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, that is to be
satisfied by payment of cash and the portion thereof, if any, that is to be satisfied by delivery of or by crediting Securities of that series pursuant to Section 3.10 and will also deliver or cause to be delivered to the Trustee any Securities
to be so delivered. Failure of the Company to timely deliver or cause to be delivered that Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute the election of the Company
(i) that the mandatory sinking fund payment for that series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of that series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to that series as provided in this Section. 

  
 21 








 If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the
next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $100,000 (or the Dollar equivalent thereof based on the applicable Exchange Rate on the date of original issue of the
applicable Securities) or a lesser sum if the Company shall so request with respect to the Securities of any particular series, that cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of that
series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If that amount shall be $100,000 (or the Dollar equivalent thereof as aforesaid) or less and the Company makes no such request, then it
shall be carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available. Not less than 30 days before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed on that
sinking fund payment date in the manner specified in Section 3.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.04. That notice having been duly
given, the redemption of those Securities shall be made on the terms and in the manner stated in Sections 3.05, 3.06 and 3.07. 
 ARTICLE IV

 COVENANTS 
 SECTION 4.01
Payment of Securities. 
 The Company shall pay the principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of each series on the dates and in the manner provided in the Securities of that series and in this Indenture. Principal, premium, interest and any Additional Amounts shall be considered paid on the date due if the Paying
Agent, other than the Company or a Subsidiary of the Company, holds on that date money deposited by the Company designated for and sufficient to pay all principal, premium (if any), interest and any Additional Amounts then due. 

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal of and
premium (if any) on Securities of any series, at a rate equal to the then applicable interest rate on the Securities of that series to the extent lawful; and it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest on and any overdue payments of Additional Amounts with respect to Securities of that series (without regard to any applicable grace period) at the same rate to the extent lawful. 

SECTION 4.02 Maintenance of Office or Agency. 

The Company will maintain in each Place of Payment for any series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be presented for registration of transfer or exchange, where Securities of that series may be presented for payment and where notices and demands to or on


  
 22 








 
the Company in respect of the Securities of that series and this Indenture may be delivered. Unless otherwise designated by the Company by written notice to the Trustee, that office or agency
shall be the office of the Trustee specified in Section 10.02. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of that office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, those presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all those purposes and may from time to time rescind those designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any series for those purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency. 
 SECTION 4.03 SEC Reports; Financial Statements. 

(a) If the Company is subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with
the Trustee, within 15 days after it files the same with the SEC, copies of the annual reports and the information, documents and other reports (or copies of those portions of any of the foregoing as the SEC may by rules and regulations prescribe)
that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this Indenture is qualified under the TIA, but not otherwise, the Company shall also comply with the provisions of TIA § 314(a).
Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates or certificates delivered pursuant to
Section 4.04). 
 (b) If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act,
the Company shall furnish to all Holders of Rule 144A Securities and prospective purchasers of Rule 144A Securities designated by the Holders of Rule 144A Securities, promptly on their request, the information required to be delivered pursuant to
Rule 144A(d)(4) promulgated under the Securities Act of 1933, as amended. 
 SECTION 4.04 Compliance Certificate. 

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a statement
signed by an Officer of the Company, which need not constitute an Officers’ Certificate, complying with TIA § 314(a)(4) and stating that, in the course of performance by the signing Officer of the Company of his or her duties as such
Officer of the Company, he or she would normally obtain knowledge of the keeping, observing, performing and fulfilling by the Company of its obligations under this Indenture, and further stating that, to the best of his or her knowledge, the


  
 23 








 
Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which that Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto).

 (b) The Company shall, so long as Securities of any series are outstanding, deliver to the Trustee, promptly on any
Officer of the Company becoming aware of any Default or Event of Default under this Indenture, an Officers’ Certificate specifying that Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

 SECTION 4.05 Existence. 

Subject to Article V, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
existence. 
 SECTION 4.06 Waiver of Stay, Extension or Usury Laws. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist on, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

SECTION 4.07 Additional Amounts. 

If the Securities of a series expressly provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of
that series Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net
proceeds received from the sale or exchange of any Security of any series, that mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.07 to the extent that, in that context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.07, and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where that express mention is not made. 
 Unless otherwise provided pursuant to
Section 2.01 with respect to Securities of any series, if the Securities of a series provide for the payment of Additional Amounts, at least ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the


  
 24 








 
Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least ten days prior to each date of payment of
principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and the Company’s principal Paying Agent or Paying
Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether that payment of principal of and any premium or interest on the Securities of that series shall be made to
Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then
that Officers’ Certificate shall specify by country the amount, if any, required to be withheld on those payments to those Holders of Securities, and the Company will pay to that Paying Agent the Additional Amounts required by this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for and to hold them harmless against any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with the
Company’s failure to pay Additional Amounts and remit any withheld amounts to the proper governmental authority. 
 The Trustee shall
not at any time be under any duty or responsibility to any Holder of Securities to determine the Additional Amounts, or with respect to the nature, extent, or calculation of the amount of Additional Amounts owed, or with respect to the method
employed in such calculation of the Additional Amounts. 
 ARTICLE V 

SUCCESSORS 
 SECTION 5.01
Limitations on Mergers, Consolidations and Other Transactions. 
 The Company shall not, in any transaction or series of
related transactions, consolidate with any other Person into, or merge into (or amalgamate with), any other Person, or sell, lease, convey, transfer or otherwise dispose of its assets substantially as an entirety to any Person, unless: 

(1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by
that consolidation (or amalgamation) or into which the Company is merged, or to which that sale, lease, conveyance, transfer or other disposition shall be made (collectively, the “Successor”), expressly assumes by supplemental indenture
the due and punctual payment of the principal of (and premium, if any) and interest on and Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the
Securities; 
 (2) immediately after giving effect to that transaction or series of related transactions, no Default or Event
of Default shall have occurred and be continuing; and 
 (3) the Company delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel stating that the transaction and that any such supplemental indenture comply with this Indenture. 

  
 25 








 SECTION 5.02 Successor Person Substituted. 

Upon any consolidation, amalgamation or merger of the Company or any sale, lease, conveyance, transfer or other disposition of the assets of
the Company substantially as an entirety in accordance with Section 5.01, any Successor formed by that consolidation or into or with which the Company is merged or to which that sale, lease, conveyance, transfer or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture and the Securities with the same effect as if that Successor had been named as the Company herein and the predecessor Company, in
the case of a sale, conveyance, transfer or other disposition, shall be released from all obligations under this Indenture and the Securities. 

ARTICLE VI 
 DEFAULTS AND REMEDIES

 SECTION 6.01 Events of Default. 

Unless either inapplicable to a particular series or specifically deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing that series of Securities or in the form of Security for that series, an “Event of Default,” wherever used herein with respect to Securities of any series, occurs if: 

(1) the Company defaults in the payment of interest on or any Additional Amounts with respect to any Security of that series
when the same becomes due and payable and that default continues for a period of 30 days; 
 (2) the Company defaults in the
payment of (A) the principal of any Security of that series at its Maturity or (B) premium (if any) on any Security of that series when the same becomes due and payable; 

(3) the Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series,
and that default continues for a period of 30 days; 
 (4) the Company fails to comply with any of its other covenants or
agreements in, or provisions of, the Securities of that series or this Indenture (other than an agreement, covenant or provision that has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than
that series) which shall not have been remedied within the specified period after written notice, as specified in the last paragraph of this Section 6.01; 

(5) the Company pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case, 

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

  
 26 








 (C) consents to the appointment of a Bankruptcy Custodian of it or for all or
substantially all of its property, or 
 (D) makes a general assignment for the benefit of its creditors; 

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed and in effect
for 90 days and that: 
 (A) is for relief against the Company as debtor in an involuntary case, 

(B) appoints a Bankruptcy Custodian of the Company or a Bankruptcy Custodian for all or substantially all of the property of
the Company, or 
 (C) orders the liquidation of the Company; or 

(7) any other Event of Default provided with respect to Securities of that series occurs. 

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

The Trustee shall not be deemed to know or have notice of any Default or Event of Default, except failure to receive any payments required to
be made by the Trustee, unless the Company or the Holders of at least 25% in the aggregate principal amount of the Securities give written notice of any event which is in fact such a Default or Event of Default, and such notice is received by the
Trustee at the Corporate Trust Office of the Trustee and references the Securities and this Indenture. In the absence of such notice, the Trustee may conclusively assume no default exists. 

When a Default is cured, it ceases. 

Notwithstanding the foregoing provisions of this Section 6.01, if the principal of, premium (if any) or interest on or Additional Amounts
with respect to any Security is payable in a currency or currencies (including a composite currency) other than Dollars and such currency or currencies are not available to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company (a “Conversion Event”), the Company will be entitled to satisfy its obligations to Holders of the Securities by making that payment in Dollars in an amount equal to the
Dollar equivalent of the amount payable in such other currency, as determined by the Company by reference to the Exchange Rate on the date of that payment, or, if that rate is not then available, on the basis of the most recently available Exchange
Rate. Notwithstanding the foregoing provisions of this Section 6.01, any payment made under such circumstances in Dollars where the required payment is in a currency other than Dollars will not constitute an Event of Default under this
Indenture. 
 Promptly after the occurrence of a Conversion Event, the Company shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of that notice, shall give notice thereof in the manner provided in Section 10.02 to the Holders. Promptly after the making of any payment in Dollars as a result of a Conversion Event, the Company shall give
notice in the manner provided in Section 10.02 to the Holders, setting forth the applicable Exchange Rate and describing the calculation of those payments. 

  
 27 








 A Default under clause (4) or (7) of this Section 6.01 is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by that Default (or, in the case of a Default under clause (4) of this Section 6.01, if
outstanding Securities of other series are affected by that Default, then at least 25% in principal amount of the then outstanding Securities so affected) notify the Company and the Trustee, of the Default, and the Company fails to cure the Default
within 90 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” 

SECTION 6.02 Acceleration. 

If an Event of Default with respect to any Securities of any series at the time outstanding (other than an Event of Default specified in
clause (5) or (6) of Section 6.01) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by that default (or, in
the case of an Event of Default described in clause (4) of Section 6.01, if outstanding Securities of other series are affected by that Default, then at least 25% in principal amount of the then outstanding Securities so affected) by
notice to the Company and the Trustee, may declare the principal of (or, if any of those Securities are Original Issue Discount Securities, that portion of the principal amount as may be specified in the terms of that series) and all accrued and
unpaid interest on all then outstanding Securities of that series or of all series, as the case may be, to be due and payable. Upon any such declaration, the amounts due and payable on those Securities shall be due and payable immediately. If an
Event of Default specified in clause (5) or (6) of Section 6.01 occurs, those amounts shall ipso facto become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee or any Holder.
The Holders of a majority in principal amount of the then outstanding Securities of the series affected by that default or all series, as the case may be, by written notice to the Trustee may rescind an acceleration and its consequences (other than
nonpayment of principal of or premium or interest on or any Additional Amounts with respect to the Securities) if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to Securities of that
series (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that has become due solely because of the acceleration. 

SECTION 6.03 Other Remedies. 

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal of, or premium, if any, or 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 maintain a proceeding with respect to Securities of any series even if it does not possess any of the Securities of that
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 

  
 28 








 
accruing on an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

 SECTION 6.04 Waiver of Defaults. 

Subject to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by written notice to the Trustee may waive an existing or past Default or Event of Default with respect to that series or all series, as the case may be, and its consequences (including waivers obtained in connection
with a tender offer or exchange offer for Securities of that series or all series or a solicitation of consents in respect of Securities of that series or all series, provided that in each case that offer or solicitation is made to all Holders of
then outstanding Securities of that series or all series (but the terms of that offer or solicitation may vary from series to series)), except (1) a continuing Default or Event of Default in the payment of the principal of, or premium, if any,
or interest on or any Additional Amounts with respect to any Security or (2) a continued Default in respect of a provision that under Section 9.02 cannot be amended or supplemented without the consent of each Holder affected; provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such
waiver, that Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 
 SECTION 6.05 Control by Majority. 

With respect to Securities of any series, the Holders of a majority in principal amount of the then outstanding Securities of that series may
direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a majority in principal amount of all the then outstanding Securities affected may direct in writing the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it not relating to or arising under such an Event of Default. However, the Trustee may refuse to follow any direction that conflicts with applicable law
or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with that direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion from Holders directing the Trustee against all losses and expenses
caused by taking or not taking that action. 
 SECTION 6.06 Limitations on Suits. 

Subject to Section 6.07 hereof, a Holder of a Security of any series may pursue a remedy with respect to this Indenture or the Securities
of that series only if: 

  
 29 








 (1) the Holder gives to the Trustee written notice of a continuing Event of
Default with respect to that series; 
 (2) the Holders of at least 25% in principal amount of the then outstanding
Securities of that series make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer to
the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply
with the request within 60 days after receipt of the request and the offer of indemnity; and 
 (5) during that 60-day
period, the Holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request. 

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of any other Holders or obtains priority or preference over such other Holders). 

SECTION 6.07 Rights of Holders to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal of and premium,
if any, and interest on and any Additional Amounts with respect to that Security, on or after the respective due dates expressed in that Security, or to bring suit for the enforcement of any such payment on or after those respective dates, is
absolute and unconditional and shall not be impaired or affected without the consent of the Holder. 
 SECTION 6.08 Collection Suit by
Trustee. 
 If an Event of Default specified in clause (1) or (2) of Section 6.01 hereof occurs and is continuing with
respect to Securities of any series, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the amount of principal, premium (if any), interest and any Additional Amounts remaining
unpaid on the Securities of that series, and interest on overdue principal and premium, if any, and, to the extent lawful, interest on overdue interest, and such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 SECTION 6.09
Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents and to take
such actions, including participating as a member, voting or otherwise, of any committee of creditors, as may be necessary or advisable to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceeding relative to the Company 

  
 30 








 
or its creditors or properties and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any Bankruptcy
Custodian in any such judicial proceeding is hereby authorized by each Holder to make those payments to the Trustee, and in the event that the Trustee shall consent to the making of those payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the Securities may be entitled to receive in that proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

SECTION 6.10 Priorities. 

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: 

First: to the Trustee for amounts due under Section 7.07; 

Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which that money has
been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on those Securities for principal, premium (if any), interest and any
Additional Amounts, respectively; and 
 Third: to the Company. 

The Trustee, on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this
Article VI. 
 To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company in any
court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Business Day next preceding that on which final judgment is given. Neither the Company nor the Trustee shall be liable for any shortfall nor shall it benefit from any windfall in payments to Holders of Securities under this
Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment 

  
 31 








 
Currency into the Required Currency to make payments under this Section to Holders of Securities, but payment of that judgment shall discharge all amounts owed by the Company on the claim or
claims underlying that judgment. 
 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 a 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, 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the then outstanding Securities of any series. 

ARTICLE VII 
 TRUSTEE 

SECTION 7.01 Duties of Trustee. 

(a) If an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall
exercise such of the rights, powers and duties vested in it by this Indenture with respect to the Securities of that series, and use the same degree of care and skill in that exercise, 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 the Securities of any series: 
 (1) the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, 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 conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, on certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine those certificates and opinions to determine whether, on
their face, they appear to conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that: 
 (1) this paragraph does not limit the effect of Section 7.01(b); 

  
 32 








 (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) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to the provisions of this Section 7.01. 
 (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense, including costs incurred in
defending itself against any and all charges, claims, complaints, allegations, assertions or demands of any nature whatsoever, except liability which is adjudicated to be a result of the Trustee’s gross negligence or bad faith in connection
with any such action. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. All money received by the Trustee with respect to Securities of any series shall, until applied
as herein provided, be held in trust for the payment of the principal of, premium (if any) and interest on and Additional Amounts with respect to the Securities of that series. 

SECTION 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any resolution,
certificate, statement, instrument, opinion, notice, report, request, direction, consent, order, bond, debenture or other document (whether in original or facsimile form) 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 instruction, an Officers’ Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on that instruction,
Officers’ Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee may consult with counsel, and the advice of that counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c)
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

  
 33 








 (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 conferred on it by this Indenture. 
 (e) 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. 

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its reasonable discretion, may make such further inquiry or
investigation into such facts or matters as it may reasonably see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of
the Company to the extent related to such facts or matters, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

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

(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 each agent, custodian and other Person employed to act hereunder. 

(i) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 
 (j) The Trustee may request that the Company deliver to the Trustee an Officers’ Certificate setting forth
the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture of the Company and the Securities, which Officers’ Certificate may be signed by any Person authorized
to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. 

(k) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to the documents upon the request or
authority or consent of any Person, who, at the time of making such request or giving such authority or consent, is the Holder of any Securities shall be conclusive and binding upon all future Holders of such Securities and upon Securities executed
and delivered in exchange therefor or in place thereof. 
 (l) Under no circumstances shall the Trustee be liable in its
individual capacity for the obligations evidenced by the Securities. 

  
 34 








 SECTION 7.03 May Hold Securities. 

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
any of its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. However, the Trustee is subject to Sections 7.10 and 7.11. 

SECTION 7.04 Trustee’s Disclaimer. 

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities; it shall not be accountable for the
Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision hereof; it shall not be responsible for the use or application of any money received by any Paying Agent
other than the Trustee; it shall not be responsible for any statement or recital herein or any statement in the Securities other than its certificate of authentication; and it shall have no responsibility or liability with respect to any
information, statement or recital in the prospectus, prospectus supplement or other disclosure materials prepared or distributed with respect to any of the Securities. 

SECTION 7.05 Notice of Defaults. 

If a Default or Event of Default with respect to the Securities of any series occurs and is continuing and the Trustee has been given notice
thereof as required by Section 6.01, the Trustee shall mail to Holders of Securities of that series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium (if any) and interest on and Additional Amounts or any sinking fund installment with respect to the Securities of that series, the Trustee may withhold the notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of Holders of Securities of that series. 

SECTION 7.06 Reports by Trustee to Holders. 

Within 60 days after each anniversary of the date of the execution of this Indenture, the Trustee shall mail to Holders of a series and the
Company a brief report dated as of that reporting date that complies with TIA § 313(a); provided, however, that if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date with respect to
a series, no report need be transmitted to Holders of that series. The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports if and as required by TIA §§ 313(c) and 313(d). 

A copy of each report at the time of its mailing to Holders of a series of Securities shall be filed by the Company with the SEC and each
securities exchange, if any, on which the Securities of that series are listed. The Company shall notify the Trustee if and when any series of Securities is listed on any stock exchange. 

  
 35 








 SECTION 7.07 Compensation and Indemnity. 

The Company agrees to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company agrees to reimburse the Trustee on request for all reasonable
disbursements, advances and expenses incurred by it. Those expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company’s obligation to pay such amounts shall survive the
payment in full or defeasance of the Securities or the removal or resignation of the Trustee. 
 The Company hereby agrees to indemnify,
defend, protect and hold the Trustee harmless from and against any and all losses, liabilities, damages, costs or expenses that the Trustee may suffer or incur arising out of or in connection with the acceptance or administration of its duties under
this Indenture or the trusts thereunder or the performance of its duties thereunder, except as set forth in the next paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of that counsel. The Company need not pay for any settlement made without its consent. 

The Company shall not be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through gross
negligence or bad faith as determined by a court of competent jurisdiction in a final, non-appealable decision. 
 To secure the payment
obligations of the Company 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, except that held in trust to pay principal of, premium (if any) and interest on
and any Additional Amounts with respect to the Securities of any series. That lien shall survive the satisfaction and discharge of this Indenture. 

No provision of this Indenture or the Securities shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties thereunder, or in the exercise of any of its rights or powers. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(5) or (6) occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
 The
indemnification obligations of the Company set forth in this Section shall survive the termination of this Indenture and the resignation and removal of the Trustee. 

SECTION 7.08 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only on the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 

  
 36 








 The Trustee may resign and be discharged at any time with respect to the Securities of one or
more series by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee with respect to the Securities of that series by so notifying the Trustee and the Company.
The Company may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 

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

(4) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or
more or all of those series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the
Holders of a majority in principal amount of the Securities of that series may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 

If a successor Trustee with respect to the Securities of any series does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee, the Company or the Holders of at least 10% in principal amount of the then outstanding Securities of that series may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of that series. 
 If the Trustee with respect to the Securities of a series fails to
comply with Section 7.10, any Holder of Securities of that series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the Securities of that series. 

In case of the appointment of a successor Trustee with respect to all Securities, each such 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 retiring
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. 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. 
 In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture 

  
 37 








 
supplemental hereto in which each successor Trustee shall accept that appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in that supplemental indenture shall constitute those Trustees co-trustees of the same trust,
and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of that supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of that successor Trustee relates. On the request of the Company or any successor Trustee, that retiring Trustee shall transfer to that successor Trustee all property held by that retiring Trustee as Trustee with respect to the
Securities of that or those series to which the appointment of that successor Trustee relates. 
 Notwithstanding replacement of the Trustee
or Trustees pursuant to this Section 7.08, the obligations of the Company under Section 7.07 shall continue for the benefit of the retiring Trustee or Trustees. 

SECTION 7.09 Successor Trustee by Merger, etc. 

Subject to Section 7.10, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided, however, that in the case of a transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee’s liabilities hereunder. 
 In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to that authenticating Trustee may adopt that authentication and deliver the Securities so authenticated; and in case at
that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate those Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all those cases
those 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. 

There shall at all times be a Trustee hereunder which shall be a corporation or banking or trust company or association organized and doing
business under the laws of the United States, any State thereof or the District of Columbia and authorized under those laws to exercise corporate trust power, shall be subject to supervision or examination by Federal or State (or the District of
Columbia) authority and shall have, or be a Subsidiary of a bank or bank holding company having, a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition. 

  
 38 








 The Indenture shall always have a Trustee who satisfies the requirements of TIA §§
310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA § 310(b) during the period of time required by this Indenture. Nothing in this Indenture shall prevent the Trustee from filing with the
SEC the application referred to in the penultimate paragraph of TIA § 310(b). 
 SECTION 7.11 Preferential Collection of Claims
Against the Company. 
 The Trustee is subject to and shall comply with the provisions of TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 

ARTICLE VIII 
 DISCHARGE OF
INDENTURE 
 SECTION 8.01 Termination of the Company’s Obligations. 

(a) This Indenture shall cease to be of further effect with respect to the Securities of a series (except as to any surviving rights of
conversion or of registration of transfer or exchange of Securities expressly provided for herein and except that the Company’s obligations under Section 7.07, the Trustee’s and Paying Agent’s obligations under Section 8.03
and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with
respect to the Securities of that series, when: 
 (1) either 

(A) all outstanding Securities of that series theretofore authenticated and issued (other than destroyed, lost or stolen
Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or 
 (B) all outstanding
Securities of that series not theretofore delivered to the Trustee for cancellation: 
 (i) have become due and payable, or

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

(iii) have become due and payable by reason of the mailing of a notice of redemption pursuant to Section 3.04, 

and, in the case of clause (i), (ii) or (iii) above, the Company has irrevocably deposited or caused to be deposited with the Trustee
as funds (immediately available to the Holders in the case of clause (i)) in trust for that purpose (x) cash 

  
 39 








 
in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a
combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the entire indebtedness on the Securities of that series for principal and any interest and any Additional Amounts to the date of that deposit (in the case of Securities which have become due and payable) or for principal, premium, if
any, interest and any Additional Amounts to the Stated Maturity or Redemption Date, as the case may be; or 
 (C) the Company
has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of that series; 

(2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of that
series; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions
precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with, together with an Opinion of Counsel to the same effect. 

(b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the
Company may terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: 

(1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of that series, (i) money in the currency in which payment of the Securities of that series is
to be made in an amount, or (ii) Government Obligations with respect to that series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the
Securities of that series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal
of and premium (if any) and interest on and any Additional Amounts with respect to all Securities of that series on each date that such principal, premium (if any), interest or Additional Amounts are due and payable and (at the Stated Maturity
thereof or on redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply that money and/or the proceeds of those Government Obligations to
the payment of said principal, premium (if any), interest and Additional Amounts with respect to the Securities of that series as the same shall become due; 

  
 40 








 (2) the Company has delivered to the Trustee an Officers’ Certificate
stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with, and an Opinion of Counsel to the same effect; 

(3) no Default or Event of Default with respect to the Securities of that series shall have occurred and be continuing on the
date of that deposit; 
 (4) the Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably
acceptable to the Trustee confirming that the Holders of Securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.01(b) and
will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if that option had not been exercised; 

(5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the
discharge of Securities of that series pursuant to this Section 8.01; and 
 (6) that deposit and discharge shall not
cause the Trustee to have a conflicting interest as defined in TIA § 310(b). 
 In that event, this Indenture shall cease to be of
further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge under this Indenture. However, the
Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the
Trustee under Article VII shall survive until all Securities of that series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in
Section 8.03 shall survive with respect to Securities of that series. 
 After making the irrevocable deposit pursuant to this
Section 8.01(b) and following satisfaction of the other conditions set forth herein, the Trustee on request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Securities of that
series, except for those surviving obligations specified above. 
 In order to have money available on a payment date to pay principal of or
premium (if any) or interest on or any Additional Amounts with respect to the Securities, the Government Obligations shall be payable as to principal or interest on or before that payment date in such amounts as will provide the necessary money. Any
such Government Obligations shall not be callable at the issuer’s option. 
 (c) If the Company has previously complied or is
concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this
Section 8.01(c) is specified as not being applicable to Securities of that series as contemplated by Section 2.01, the Company may elect to be discharged (“legal defeasance”) from its obligations to make payments with respect to
Securities of that series, if: 

  
 41 








 (1) no Default or Event of Default under clauses (5) and (6) of
Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the
expiration of that period); 
 (2) unless otherwise specified with respect to Securities of that series as contemplated by
Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to that legal defeasance, which opinion is based on
(i) a private ruling of the Internal Revenue Service addressed to the Company, (ii) a published ruling of the Internal Revenue Service or (iii) a change in the applicable federal income tax law (including regulations) after the date
of this Indenture; 
 (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be
applicable to the legal defeasance of Securities of that series pursuant to this Section 8.01(c); and 
 (4) the Company
has delivered to the Trustee a Company Request requesting legal defeasance of the Securities of that series and an Officers’ Certificate stating that all conditions precedent with respect to legal defeasance of the Securities of that series
have been complied with, together with an Opinion of Counsel to the same effect. 
 In that event, the Company will be discharged from its
obligations under this Indenture and the Securities of that series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of that series, the Company’s obligations under Sections 4.01, 4.02
and 5.01 shall terminate with respect to those Securities, and the entire indebtedness of the Company evidenced by those Securities shall be deemed paid and discharged. 

(d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to that series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of that
series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of that series. 

(e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to
their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for that redemption, and the Company
shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. 

  
 42 








 SECTION 8.02 Application of Trust Money. 

The Trustee or a trustee reasonably satisfactory to the Trustee and the Company shall hold in trust money or Government Obligations deposited
with it pursuant to Section 8.01 hereof. It shall apply the deposited money and the money from Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of the series with respect to which the deposit was made. 
 SECTION 8.03
Repayment to Company. 
 The Trustee and the Paying Agent shall promptly pay to the Company at any time on the written request of the
Company any excess money or Government Obligations (or proceeds therefrom) held by them. 
 Subject to the requirements of any applicable
abandoned property laws, the Trustee and the Paying Agent shall pay to the Company on written request any money held by them for the payment of principal, premium (if any), interest or any Additional Amounts that remain unclaimed for two years after
the date on which that payment shall have become due. After payment to the Company, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person, and
all liability of the Trustee and the Paying Agent with respect to that money shall cease. 
 SECTION 8.04 Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money or Government Obligations deposited with respect to Securities of any series
in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting that application, the obligations of the Company
under this Indenture with respect to the Securities of that series and under the Securities of that series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the Paying
Agent is permitted to apply all such money or Government Obligations in accordance with Section 8.01; provided, however, that if the Company has made any payment of principal of, premium (if any) or interest on or any Additional Amounts
with respect to any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of those Securities to receive such payment from the money or Government Obligations held by the Trustee or
the Paying Agent. 
 SECTION 8.05 Government Obligations. 

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

  
 43 








 ARTICLE IX 

SUPPLEMENTAL INDENTURES AND AMENDMENTS 

SECTION 9.01 Without Consent of Holders. 

The Company and the Trustee may amend or supplement this Indenture or the Securities or waive any provision hereof or thereof without the
consent of any Holder: 
 (1) to cure any ambiguity, omission, defect or inconsistency; 

(2) to comply with Section 5.01; 

(3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the
issuance of bearer Securities (with or without coupons); 
 (4) to provide any security for any series of Securities or to
add guarantees of, or additional obligors on, any series of Securities; 
 (5) to comply with any requirement in order to
effect or maintain the qualification of this Indenture under the TIA; 
 (6) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if those covenants are to be for the benefit of less than all series of Securities, stating that those covenants are expressly being included solely for the benefit of that series), or
to surrender any right or power herein conferred on the Company; 
 (7) to add any additional Events of Default with respect
to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which that Event of Default is applicable); 

(8) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become
effective only when there is no outstanding Security of any series created prior to the execution of that amendment or supplemental indenture that is adversely affected in any material respect by that change in or elimination of that provision;
provided, further, that any change made solely to conform the provisions of this Indenture to the description of any Security in a prospectus or prospectus supplement will not be deemed to adversely affect any Security of any series in any
material respect; 
 (9) to establish the form or terms of Securities of any series as permitted by Section 2.01; 

(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of that series or any other series of Securities
in any material respect; or 

  
 44 








 (11) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 7.08. 
 Upon the request of the Company, accompanied by a Board Resolution, and upon
receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and
make any further appropriate agreements and stipulations that may be therein contained. 
 SECTION 9.02 With Consent of Holders. 

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture with the written
consent (including consents obtained in connection with a tender offer or exchange offer for Securities of any one or more series or all series or a solicitation of consents in respect of Securities of any one or more series or all series, provided
that in each case that offer or solicitation is made to all Holders of then outstanding Securities of each such series (but the terms of that offer or solicitation may vary from series to series)) of the Holders of at least a majority in principal
amount of the then outstanding Securities of all series affected by that amendment or supplement (acting as one class). 
 Upon the request
of the Company, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall,
subject to Section 9.06, join with the Company in the execution of that amendment or supplemental indenture. 
 It shall not be
necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if that consent approves the substance thereof. 

The Holders of a majority in principal amount of the then outstanding Securities of one or more series or of all series may waive compliance
in a particular instance by the Company with any provision of this Indenture with respect to Securities of that series (including waivers obtained in connection with a tender offer or exchange offer for Securities of that series or a solicitation of
consents in respect of Securities of that series, provided that in each case that offer or solicitation is made to all Holders of then outstanding Securities of that series (but the terms of that offer or solicitation may vary from series to
series)). 
 However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not:

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

  
 45 








 (2) reduce the rate of or change the time for payment of interest, including
default interest, on any Security; 
 (3) reduce the principal of, premium on or any mandatory sinking fund payment with
respect to, or change the Stated Maturity of, any Security or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable on a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02; 
 (4) reduce the premium, if any, payable on the redemption of any Security or change the time at which
any Security may or shall be redeemed; 
 (5) change any obligation of the Company to pay Additional Amounts with respect to
any Security; 
 (6) change the coin or currency or currencies (including composite currencies) in which any Security or any
premium, interest or Additional Amounts with respect thereto are payable; 
 (7) impair the right to institute suit for the
enforcement of any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to any Security pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06; 

(8) make any change in the percentage of principal amount of Securities necessary to waive compliance with certain provisions
of this Indenture pursuant to Section 6.04 or 6.07 or make any change in this sentence of Section 9.02; or 
 (9)
waive a continuing Default or Event of Default in the payment of principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities. 

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to that covenant or other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series. 
 The right of any Holder to participate in any consent required or sought pursuant to
any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from that Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Securities with respect
to which that consent is required or sought as of a date identified by the Company in a notice furnished to Holders in accordance with the terms of this Indenture. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each
Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail that notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver. 

  
 46 








 SECTION 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Securities shall comply in form and substance with the TIA as then in effect. 

SECTION 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee receives written notice of revocation before a date and time therefor identified by the Company in a notice furnished to such Holder in accordance with the terms of this
Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

The Company may, but shall not be obligated to, fix a record date (which need not comply with Section 316(c) of the TIA) for the purpose
of determining the Holders entitled to consent to any amendment, supplement or waiver or to take any other action under this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at that record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to that amendment, supplement or waiver or to revoke any consent previously given, whether or not those Persons
continue to be Holders after that record date. No consent shall be valid or effective for more than 90 days after that record date unless consents from Holders of the principal amount of Securities required hereunder for that amendment or waiver to
be effective shall have also been given and not revoked within that 90-day period. 
 After an amendment, supplement or waiver becomes
effective, it shall bind every Holder, unless it is of the type described in any of clauses (1) through (9) of Section 9.02 hereof. In that case, the amendment, supplement or waiver shall bind each Holder who has consented to it and
every subsequent Holder that evidences the same debt as the consenting Holder’s Security. 
 SECTION 9.05 Notation on or Exchange of
Securities. 
 If an amendment or supplement changes the terms of an outstanding Security, the Company may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security at the request of the Company regarding the changed terms and return it to the Holder. Alternatively, if the Company 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 that amendment or
supplement. 
 Securities of any series authenticated and delivered after the execution of any amendment or supplement may, and shall if
required by the Company, bear a notation in form approved by the Company as to any matter provided for in that amendment or supplement. 

  
 47 








 SECTION 9.06 Trustee to Sign Amendments, etc. 

The Trustee shall sign any amendment or supplement authorized pursuant to this Article if the amendment or supplement 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 or refusing to sign any amendment or supplement, the Trustee shall receive, and, subject to Section 7.01, shall
be fully protected in relying on, an Officers’ Certificate and Opinion of Counsel provided at the expense of the Company as conclusive evidence that such amendment or supplement is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be a valid and binding obligation enforceable against the Company in accordance with its terms. 

ARTICLE X 
 MISCELLANEOUS 

SECTION 10.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by operation of TIA § 318(c), the imposed
duties shall control. 
 SECTION 10.02 Notices. 

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

If to the Company: 
 Oceaneering
International, Inc. 
 11911 FM 529 

Houston, Texas 77041 
 Attention:
General Counsel 
 Telephone: 713-329-4500 

Facsimile: 713-329-4654 
 If to
the Trustee: 
 Wells Fargo Bank, National Association 

750 N. Saint Paul Place, Suite 1750 

MAC T9263-170 
 Dallas, Texas
75201 
 Attention: Patrick Giordano, Corporate, Municipal and Escrow Services 

Telephone: 214-756-7430 

Facsimile: 214-756-7401 

  
 48 








 The Company or the Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications. 
 All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if by facsimile; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next-day delivery. 
 Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder’s address shown on the register kept by the Registrar (or in accordance with the rules and procedures of the Depositary). Failure to mail (or otherwise transmit in accordance with the rules and
procedures of the Depositary) 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 within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only when received. 
 If the Company mails a notice or
communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 
 All notices or communications, including
without limitation notices to the Trustee or the Company by Holders, shall be in writing, except as otherwise set forth herein. 
 In case
by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall
constitute a sufficient mailing of that notice. 
 SECTION 10.03 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 10.04 Certificate and
Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee at the expense of the Company: 
 (1) an
Officers’ Certificate (which shall include the statements set forth in Section 10.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and 

  
 49 








 (2) an Opinion of Counsel (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of that counsel, all those conditions precedent and covenants have been complied with. 

SECTION 10.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 
 (1) a
statement that the Person making that certificate or opinion has read that covenant or condition; 
 (2) a brief statement as
to the nature and scope of the examination or investigation on which the statements or opinions contained in that certificate or opinion are based; 

(3) a statement that, in the opinion of that Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not that covenant or condition has been complied with; and 

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

SECTION 10.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules
and set reasonable requirements for its functions. 
 SECTION 10.07 Legal Holidays. 

If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. 
 SECTION 10.08 No Recourse Against Others. 

A director, officer, employee, stockholder, partner or other owner of the Company or the Trustee, as such, shall not have any liability for
any obligations of the Company under the Securities or for any obligations of the Company or the Trustee under this Indenture or for any claim based on, in respect of or by reason of those obligations or their creation. Each Holder by accepting a
Security waives and releases all that liability. The waiver and release shall be part of the consideration for the issue of Securities. 

  
 50 








 SECTION 10.09 Governing Law. 

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

SECTION 10.10 Waiver of Jury Trial. 

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

SECTION 10.11 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 SECTION 10.12 No Adverse Interpretation of Other
Agreements. 
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 10.13 Successors. 

All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors. 
 SECTION 10.14 Severability. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall, to the fullest extent permitted by applicable law, not in any way be affected or impaired thereby. 

SECTION 10.15 Counterpart 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. 

  
 51 








 SECTION 10.16 Table of Contents, Headings, etc. 

The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. References in this Indenture to the terms Article or Section are references to the Articles and Sections of this Indenture, unless
otherwise specified, and the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Indenture, taken as a whole. 

SECTION 10.17 U.S.A. PATRIOT Act 

The Company acknowledges that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees that it will provide the
Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 

  
 52 








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

			
	OCEANEERING INTERNATIONAL, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	  

		 	Name:
		 	Title:



  
 53