EX-4.4





 Exhibit 4.4 

FIFTH SUPPLEMENTAL INDENTURE 

between 
 BLACKSTONE
PRIVATE CREDIT FUND 
 and 

U.S. BANK NATIONAL ASSOCIATION, 

as Trustee 
 DATED AS OF
NOVEMBER 22, 2021 
 FIFTH SUPPLEMENTAL INDENTURE 

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of November 22, 2021 (the
“Issue Date”), is between Blackstone Private Credit Fund, a Delaware statutory trust (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used
herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein. 
 RECITALS OF THE
COMPANY 
 The Company and the Trustee executed and delivered an Indenture, dated as of September 15, 2021 (the “Base
Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of September 15, 2021 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 15,
2021 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of November 2, 2021, the Fourth Supplemental Indenture, dated as of November 22, 2021, and this Fifth Supplemental Indenture (the Fifth
Supplemental Indenture, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture, “Indenture”), to provide for the
issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture. 

The Company has duly authorized the creation, issue and sale of (a) $1,000,000,000 aggregate principal amount of the Company’s 3.250%
Notes due 2027 (the “Initial Notes”) and (b) if and when issued as provided in the Registration Rights Agreement in a Registered Exchange Offer in exchange for any Initial Notes or otherwise registered under the Securities Act
and issued in the form of Exhibit A, the Company’s 3.250% Notes due 2027 (the “Exchange Notes” and, together with the Initial Notes and any Additional Notes, the “Notes”). The Initial Notes, the Exchange
Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. The Notes will be distributed initially only to (i) persons reasonably
believed to be QIBs in reliance on Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S, as such terms are defined herein. 

Sections 9.01(4) and 9.01(6) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under
the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto) when there is no
Security Outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 2.01
and Section 3.01 of the Base Indenture. 












 The Company desires to establish the form and terms of the Notes and to modify, alter,
supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (subject to amendment as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental
Indenture”)). The Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Fifth Supplemental Indenture a valid,
binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed. 

NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Notes, as follows: 
 ARTICLE I 

TERMS OF THE NOTES 
 Section 1.01.
The following terms relating to the Notes are hereby established: 
 (a) The Notes shall constitute a series of Senior Securities having
the title “3.250% Notes due 2027”. The Notes offered and sold to QIBs in reliance on Rule 144A shall bear a CUSIP number of 09261H AJ6 and an ISIN number of US09261HAJ68. The Notes offered and sold in reliance on Regulation S shall bear a
CUSIP number of U0926H AH3 and an ISIN number of USU0926HAH31. 
 (b) The aggregate principal amount of the Initial Notes that may be
initially authenticated and delivered under the Indenture (except for Initial Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or
13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $1,000,000,000. In addition, Exchange Notes
may be authenticated and delivered under this Indenture for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement in a like principal amount of the Initial Notes or Additional Notes exchanged pursuant thereto or
otherwise pursuant to an effective registration statement under the Securities Act. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent
of the Holders of Notes, issue additional Notes (in any such case, other than any Exchange Notes, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that,
if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes will have different CUSIP numbers from the Notes (and any such other tranche of
Additional Notes). Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires. 

(c) The entire outstanding principal of the Notes shall be payable on March 15, 2027, unless earlier redeemed or repurchased in
accordance with the provisions of this Fifth Supplemental Indenture. 
 (d) The rate at which the Notes shall bear interest shall be 3.250%
per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be November 22, 2021 or the most recent Interest Payment Date to which interest has been paid or provided for; the
Interest Payment Dates for the Notes shall be March 15 and September 15 of each year, commencing March 15, 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made
on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including November 22, 2021 (or the most recent Interest Payment Date to
which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment
Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered
at 5:00 p.m. New York City time, or the close of business, on the Regular Record Date for such interest, which shall be March 1 and September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at One 












 
Federal Street, 10th Floor, Boston, MA 02110 and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. 

(e) The Notes offered on the date hereof will be distributed initially only to (i) persons reasonably believed to be QIBs in reliance on
Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S. Such Notes may thereafter be transferred only in accordance with the provisions of the Indenture. 

(f) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the
Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fifth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with
Sections 2.03 and 3.05 of the Base Indenture. 
 (i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially
in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Depositary, or will remain in the custody of the Trustee pursuant to an agreement between the Depositary and the Trustee. 

(ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes,
which shall be deposited with, or on behalf of, a custodian for the Depositary, or will remain in the custody of the Trustee pursuant to an agreement between the Depositary and the Trustee, for credit to the respective accounts of the purchasers (or
to such other accounts as they may direct) at Euroclear or Clearstream. 
 (iii) Unrestricted Global Notes shall be issued in accordance
with Section 1.02(b)(vi) hereof and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 

(g) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York, until
a successor shall have been appointed and becomes such person, and thereafter, Depositary shall mean or include such successor. The Security Registrar with respect to the Global Notes shall be the Trustee. 

(h) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in
Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.07 and 10.08 of the Indenture. 
 (i) The
Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows: 
 (i) The Notes will be redeemable, in whole
or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the Redemption Date: 

 

	 	(A)	 100% of the principal amount of the Notes to be redeemed, or 



 

	 	(B)	 the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of
accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed through the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) using the applicable Treasury Rate plus 35 basis points. 














 (ii) Notwithstanding the foregoing, at any time on or after the Par Call Date, the Company
may redeem some or all of the Notes at any time, or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus, in each case, accrued and unpaid interest, if any, to, but excluding, the Redemption
Date. 
 For purposes of calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption Date, the
following terms have the meanings set forth below: 
 “Treasury Rate” means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the
redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the
Company. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer
as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary financing practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed. 

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the
Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Par Call Date” means February 15, 2027, which is the date that is one month prior to the maturity date of the Notes.

 “Quotation Agent” means a Reference Treasury Dealer selected by the Company. 

“Reference Treasury Dealer” means each of (1) Citigroup Global Markets Inc., (2) Goldman Sachs & Co. LLC,
(3) J.P. Morgan Securities LLC, (4) Wells Fargo Securities, LLC, and (5) a primary U.S. government securities dealer selected by MUFG Securities Americas Inc.; provided, however, that if any of the foregoing or their affiliates shall
cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall select another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer
at 3:30 p.m. New York City time on the third Business Day preceding such Redemption Date. 
 All determinations made by any Reference
Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error. 

(i) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than fifteen (15) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security
Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture. 
 (ii) Any
exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable. 












 (iii) If the Company elects to redeem only a portion of the Notes, the particular Notes to
be redeemed will be selected in accordance with the applicable procedures of the Trustee and, so long as the Notes are registered to the Depositary or its nominee, the Depositary; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Note not redeemed to less than $2,000. 
 (j) Unless the Company defaults in payment of the
Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder. 
 (k) The
Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture. 
 (l) The Notes shall be issuable in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 (m) Holders of the Notes will not have the option to have the
Notes repaid prior to the Stated Maturity other than in accordance with Article XIII of the Indenture. 
 Section 1.02. Transfer and Exchange.

 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will
be exchanged by the Company for Definitive Notes only if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it ceases to be a clearing agency registered
under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary or of such cessation, (ii) the Company in its sole discretion determines that
the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) an Event of Default has occurred or is continuing. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 3.04 and 3.06 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 1.02 or Sections 3.04 and 3.05 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in
this Section 1.02(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 1.02(b) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with subsections (i) through (vi) below, as applicable, as well as one or more of the other
following subsections, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend. Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the
Security Registrar to effect the transfers described in this Section 1.02(b)(i). 
 (ii) All Other Transfers
and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 1.02(b)(i) above, the transferor of such beneficial interest
must deliver to the Security Registrar (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase. Upon 












 
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities
Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 1.02 hereof. Transfers by an owner of a beneficial interest in the Rule 144A Global Note to a transferee who takes
delivery of such interest through the Regulation S Global Note, whether before or after the expiration of the Restricted Period, shall be made only upon receipt by the Trustee of a certification from the transferor to the effect that such transfer
is being made in accordance with Regulation S or, after the expiration of the Restricted Period, if available, Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the Restricted Period, the interest
transferred shall be held immediately thereafter through Euroclear or Clearstream. 
 (iii) Restrictions on Transfer of Regulation S Global
Note. 
  

	 	(A)	 Prior to the expiration of the Restricted Period, interests in the Regulation S Global Note may only be held
through Euroclear or Clearstream. Prior to expiration of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the 144A Global Note shall be
made only in accordance with Applicable Procedures and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided by Exhibit B or as otherwise provided by the Company in
accordance with law to the effect that such transfer is being made to a person whom the transferor reasonably believes is a QIB within the meaning of Rule 144A in a transaction meeting requirements of Rule 144A. Such certification shall not be
required after the expiration of the Restricted Period. 


  

	 	(B)	 Upon the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Note shall be
transferable in accordance with law and the other terms of this Indenture. 


 (iv) Other Transfer of Beneficial
Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 1.02(b)(ii) above and delivers a certificate in the form of Exhibit B hereto. 
 (v)
Transfer and Exchange of Beneficial Interests in Global Notes to Definitive Notes. In the event that a Global Note is exchanged for Definitive Notes in accordance with the terms of this Indenture (including
Section 1.02(a)), such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 1.02 (b), (c), (d) and
(e) (including the certification requirements set forth therein intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and
such other procedures as may from time to time be adopted by the Company reasonably necessary to comply with applicable law. 
 (vi)
Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest
in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of
Section 1.02(b)(ii) above and: 
  

	 	(A)	 such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 















	 	(B)	 such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act;



  

	 	(C)	 such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; or



  

	 	(D)	 the Security Registrar receives the following: 



 

	 	(1)	 if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(a) thereof; or 



 

	 	(2)	 if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 thereof;



 and, in each such case set forth in this subparagraph (D), if the Company or the Security Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. 

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of a Company Order in accordance with Section 3.03 of the Base Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 (c) Transfer or
Exchange of Beneficial Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of a Restricted Definitive Note, in each case in accordance with the terms of this Indenture (including Section 1.02(a)), then, upon receipt by the Security Registrar of the following documentation: 

 

	 	(A)	 if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 2(a) thereof; 



 

	 	(B)	 if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 1 thereof; 


  

	 	(C)	 if such beneficial interest is being transferred to a Non-U.S. Person
in an offshore transaction and in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 2 thereof; 















	 	(D)	 if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item 3 thereof; 


  

	 	(E)	 if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3 thereof; or 



 

	 	(F)	 if such beneficial interest is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item 3 thereof, 


 the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 1.02(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Restricted Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 1.02(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Security Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 1.02(c)(i) shall bear the Restricted Notes Legend and shall be subject to all restrictions on transfer contained therein. 

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the
terms of this Indenture (including Section 1.02(a)) only if: 
  

	 	(A)	 such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


  

	 	(B)	 such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act;



  

	 	(C)	 if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or 



 

	 	(D)	 such transfer is effected by a broker-deal pursuant to an exchange offer registration statement; and



  

	 	(E)	 the Security Registrar receives the following: 



 

	 	(1)	 if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b) thereof; or 















	 	(2)	 if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4
thereof; 


 and, in each such case set forth in this subparagraph (E), if the Company or the Security Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. 

(iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance
with the terms of this Indenture (including Section 1.02(a)), then, upon satisfaction of the conditions set forth in Section 1.02(b)(ii) hereof, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to Section 1.02(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions an
Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 1.02(c)(iii) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Security Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such
Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 1.02(c)(iii) shall not bear
the Restricted Notes Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Security Registrar of the following documentation: 
  

	 	(A)	 if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a
Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item 2(b) thereof; 


  

	 	(B)	 if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 1 thereof; 


  

	 	(C)	 if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction and in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 2 thereof; 



 

	 	(D)	 if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item 3 thereof; 















	 	(E)	 if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3 thereof, 


  

	 	(F)	 if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under
the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item 3 thereof, 



the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Restricted Global Note.

 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 

 

	 	(A)	 such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


  

	 	(B)	 such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act;



  

	 	(C)	 such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; or



  

	 	(D)	 if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; and 



 

	 	(E)	 the Security Registrar receives the following: 



 

	 	(1)	 if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item 1(c) thereof; or 


  

	 	(2)	 if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; 



and, in each such case set forth in this subparagraph (E), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the
subparagraphs in this Section 1.02(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 












 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes. 
 If any such exchange or transfer from an Unrestricted Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Company Order in accordance with Section 3.03 of the Base
Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 1.02(e), the Security Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Security Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 1.02(e). 

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Security Registrar receives the following: 
  

	 	(A)	 if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item 1 thereof; 


  

	 	(B)	 if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item 2 thereof; or 


  

	 	(C)	 if the transfer will be made pursuant to any other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item 3 thereof, if applicable. 



(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
  

	 	(A)	 such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


  

	 	(B)	 such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act;
















	 	(C)	 such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; or



  

	 	(D)	 if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; and 



 

	 	(E)	 the Security Registrar receives the following: 



 

	 	(1)	 if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item 1(d) thereof; or 


  

	 	(2)	 if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; 



and, in each such case set forth in this subparagraph (E), an Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. 

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Security Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from
the Holder thereof. 
 (f) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued
under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (i) Restricted Notes
Legend. 
  

	 	(A)	 Except as permitted by subparagraphs (B), (C) and (D) below, each Global Note and each Definitive Note
(and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 



“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 

(1) REPRESENTS THAT EITHER (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)); 












 
AND 
 (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR (OR SUCH OTHER DATE WHEN RESALES OF SECURITIES BY NON-AFFILIATES ARE FIRST PERMITTED UNDER RULE 144(d)) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) OR THE DATE OF ANY SUBSEQUENT REOPENING OF THE SECURITIES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, 

FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE FORM PRESCRIBED IN
THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.” 
  

	 	(B)	 Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subsections (b)(vi),
(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 1.02 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Restricted Notes Legend. 



 

	 	(C)	 After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement
with respect to such Initial Notes, all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.



  

	 	(D)	 Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which
Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without
the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes in such Registered Exchange Offer. 














 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form: 
 “This Security is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the
name of The Depository Trust Company or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any Person other than
The Depository Trust Company or a nominee thereof, except in the limited circumstances described in the Indenture. 
 Unless this certificate
is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment and such certificate issued in exchange for this certificate is registered in the name of
Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful, as the registered owner hereof,
Cede & Co., has an interest herein.” 
 (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 3.10 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such
other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

Section 1.03. Additional Interest. In the event that the Company is required to pay Additional Interest to Holders of the Notes
pursuant to the Registration Rights Agreement, the Company will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest 15 days prior to the proposed payment date for the Additional
Interest to the extent reasonably practicable, but in no event later than five Business Days prior to such proposed payment date, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Company on such
payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of the Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or
with respect to the method employed in such calculation of the Additional Interest. 
 Section 1.04. For purposes of this Fifth
Supplemental Indenture, the following terms have the meanings set forth below: 
 “144A Global Note” means a global note
substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Restricted Notes Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Applicable
Procedures” means, with respect to any transfer, redemption, tender or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or
exchange. 
 “Clearstream” means Clearstream Banking, Société Anonyme, and any successor thereto. 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 1.02 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto. 












 “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system,
and any successor thereto. 
 “Global Note Legend” means the legend set forth in
Section 1.02(f)(ii), which is required to be placed on all Global Notes issued under this Indenture. 

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes,
substantially in the form of Exhibit A hereto issued in accordance with Section 1.02(b) or 1.02(d) hereof. 

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes (regardless of whether so
stated). 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

 “Non-U.S. Person” means a person other than a U.S. Person. 

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

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means the Global Note substantially in the form of Exhibit A hereto, bearing the Global
Note Legend and the Restricted Notes Legend representing the Notes offered and sold outside the United States in reliance on Regulation S. 

“Restricted Definitive Note” means a definitive Note substantially in the form of Exhibit A attached hereto that does
not bear the Global Note Legend nor the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that bears the Restricted Notes Legend. 

“Restricted Global Note” means a permanent global Note substantially in the form of Exhibit A attached hereto that
bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” 
 attached thereto, and
that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that bear the Restricted Notes Legend. 

“Restricted Notes Legend” means the legend set forth in Section 1.02(f)(i) to be placed on all Notes issued under this
Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Restricted Period” with respect to any
Restricted Global Note, means the 40 consecutive days beginning on and including the later of (i) the commencement of the offering of the Notes to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and
(ii) the date of the issuance of the Notes initially offered under this Indenture. 
 “Rule 144” means Rule 144
promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 

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












 “Unrestricted Definitive Note” means a definitive Note substantially in the
form of Exhibit A attached hereto that does not bear the Global Note Legend nor the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that does not bear the Restricted Notes Legend. 

“Unrestricted Global Note” means a permanent global Note substantially in the form of Exhibit A attached hereto that
bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes
that do not bear the Restricted Notes Legend. 
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) of Regulation
S under the Securities Act. 
 ARTICLE II 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 2.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article I of the Base Indenture shall be amended by adding
the following defined terms to Section 1.01 in appropriate alphabetical sequence, as follows: 
 “Additional Interest”
means all additional interest then owing pursuant to the Registration Rights Agreement. 
 “Below Investment Grade Rating
Event” means the Notes are downgraded below Investment Grade by both of the Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by
either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a
series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the
Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale,
lease, transfer, conveyance or disposition; 
 (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting
power rather than number of shares; or 
 (3) the approval by the Company’s stockholders of any plan or proposal relating to the
liquidation or dissolution of the Company. 
 “Change of Control Repurchase Event” means the occurrence of a Change of
Control and a Below Investment Grade Rating Event. 












 “Controlled Subsidiary” means any Subsidiary of the Company, 50% or more of
the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether
through the ownership of voting equity interests, by agreement or otherwise. 
 “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, the opinions and pronouncements of the Public Company Accounting Oversight
Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in
effect from time to time. 
 “Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules,
regulations and interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto. 
 “Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) (or the equivalent investment grade credit rating from any Rating Agency selected by the Company as a Rating
Agency). 
 “Moody’s” means Moody’s Investors Service or any successor thereto. 

“Permitted Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries and
(iii) Blackstone Credit BDC Advisors LLC, any Affiliate of Blackstone Credit BDC Advisors LLC or any entity that is managed by Blackstone Credit BDC Advisors LLC that is organized under the laws of a jurisdiction located in the United States of
America and in the business of managing or advising clients. 
 “Rating Agency” means (1) Moody’s; and
(2) if Moody’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in
Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Moody’s. 
 “Registered Exchange
Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of
Exchange Notes registered under the Securities Act. 
 “Registration Rights Agreement” means (a) the Registration
Rights Agreement with respect to the Notes, dated as of the Issue Date, among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and Wells Fargo Securities,
LLC, as representatives of the Initial Purchasers and (b) other similar registration rights agreements relating to any Additional Notes. 

“Shelf Registration Statement” means a registration statement filed by the Company in connection with the offer and sale of
Initial Notes pursuant to the Registration Rights Agreement. 
 “Significant Subsidiary” means any Subsidiary that would be
a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the date of this
Indenture (but excluding any Subsidiary which is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company
for purposes of GAAP). 
 “Voting Stock” as applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the trustees (or the equivalent) of such Person, other than shares, interests, participations or other
equivalents having such power only by reason of the occurrence of a contingency. 












 Section 2.02. Except as may be provided in a Future Supplemental Indenture, for
the benefit of the Holders of the Notes but no other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding,
Article I of the Base Indenture shall be amended by amending and restating the definitions of “Business Day” and “Subsidiary” in Section 1.01 as follows: 

“Business Day” means, with respect to any Note, any day other than a Saturday, Sunday or a day on which banking institutions
in New York are authorized or obligated by law or executive order to close. 
 “Subsidiary” means (1) any corporation
a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company, (2) any other Person (other than a corporation) in which such Person, one or more
Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or Subsidiary of
such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest. For the purposes of this definition, “voting stock” mean stock having
voting power for the election of trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. In addition, for purposes of this definition, “Subsidiary” shall exclude any
investments held by the Company in the ordinary course of business which are not, under GAAP, consolidated on the financial statements of the Company and its Subsidiaries. 

ARTICLE III 
 SECURITIES
FORMS 
 Section 3.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article II of the Base Indenture shall
be amended by adding the following new Section 2.04 and Section 2.05 thereto, as set forth below: 

“Section 2.04. Certificated Notes. 

Notwithstanding anything to the contrary in the Indenture, Notes in physical, certificated form will be issued and delivered to
each person that the Depositary identifies as a beneficial owner of the related Notes only if: 
 (a) the Depositary notifies
the Company at any time that it is unwilling or unable to continue as depositary for the Notes in global form and a successor depositary is not appointed within 90 days; 

(b) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not
appointed within 90 days; or 
 (c) an Event of Default with respect to the Notes has occurred and is continuing and such
beneficial owner requests that its Notes be issued in physical, certificated form.” 
 ARTICLE IV 

REMEDIES 

Section 4.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article X of the Base Indenture shall be amended by
replacing clauses (1) and (2) of Section 5.01 thereof with the following: 
 “(1) default in the payment of any interest or
Additional Interest upon any Note when such interest becomes due and payable, and continuance of such default for a period of 30 days; 












 (2) default in the payment of the principal of (or premium, if any, on) any Note when it
becomes due and payable at its Maturity including upon any Redemption Date or required repurchase date;” 
 Section 4.02.
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures
supplemental thereto), whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing clause (4) thereof with the following: 

 

	 	“(4)	 default in the performance, or breach, of any covenant or agreement of the Company in this Indenture or the
Notes (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of securities
other than the Notes), and continuance of such default or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or” 



Section 4.03. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article X of the Base Indenture shall be amended by adding
as clause (9) of Section 5.01 thereof the following: 
  

	 	“(9)	 default by the Company or any of its Significant Subsidiaries, with respect to any mortgage, agreement or other
instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate of the Company and/or any such Significant Subsidiary, whether such
indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at
its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after
written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding.” 



Section 4.04. Except as may be provided in a Future Supplemental Indenture, for the benefit of Holders of the Notes but no other series
of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be
amended by replacing clause (7) thereof with the following: 
  

	 	“(7)	 if, pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the Investment Company Act, on the last
business day of each of 24 consecutive calendar months, any class of securities shall have an asset coverage (as such term is used in the Investment Company Act) of less than 100% giving effect to any exemptive relief granted to the Company by the
Commission;” 


 Section 4.05. Except as may be provided in a Future Supplemental Indenture, for the benefit
of Holders of the Notes but no other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article X of the Base
Indenture shall be amended by amending clause (6) of Section 5.01 thereof as follows: the words “90 consecutive days” in the final clause thereof shall be replaced with the words “60 consecutive days”. 












 Section 4.06. Except as may be provided in a Future Supplemental Indenture, for
the benefit of the Holders of the Notes but no other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding,
Article X of the Base Indenture shall be amended by replacing the first paragraph of Section 5.02 thereof with the following: 

“If an Event of Default with respect to the Notes occurs and is continuing, then and in every such case (other than an Event of Default
specified in Section 5.01(5) or 5.01(6)), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may (and the Trustee shall at the request of such Holders) declare the principal of all the Outstanding Notes
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable; provided
that 100% of the principal of, and accrued and unpaid interest on, the Notes will automatically become due and payable in the case of an Event of Default specified in Section 5.01(5) or 5.01(6) hereof.” 

Section 4.07. Except as may be provided in a Future Supplemental Indenture, for the benefit of Holders of the Notes but no other
series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article X of the Base Indenture shall be amended by
replacing clause (3) of Section 5.12 thereof with the following: 
  

	 	“(3)	 the Trustee need not take any action that it determines in good faith may involve it in personal liability or
be unjustly prejudicial to the Holders of the Notes not consenting; and” 


 ARTICLE V 

THE TRUSTEE 

Section 5.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of Holders of the Notes but no other
series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now of hereafter issued and Outstanding, Article VI of the Base Indenture shall be amended by
replacing the final proviso of Section 6.01 thereof with the following: 
 “and provided further that in the case of any
Default or breach of the character specified in Section 5.01(4) with respect to the Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof” 

ARTICLE VI 
 COVENANTS

 Section 6.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of Holders of the Notes but no
other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article X of the Base Indenture shall be amended by
replacing clause (1) of Section 10.05 thereof with the following: 
  

	 	“(1)	 The Company will deliver to the Trustee within 120 days after the end of each fiscal year ending after the date
hereof (which fiscal year ends on December 31), so long as any Notes are Outstanding hereunder, a brief Officers’ Certificate as to the knowledge of the signers of the Company’s compliance with all of the terms, provisions or conditions of
this Indenture. For purposes of this Section 10.05, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.” 



Section 6.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article X of the Base Indenture shall be amended by adding
the following new Sections 10.07 and 10.08 thereto, each as set forth below: 
 “Section 10.07. Section 18(a)(1)(A) of the
Investment Company Act. 
 The Company hereby agrees that for the period of time during which the Notes are Outstanding, the Company
will not violate, whether or not it is subject to, Section 18(a)(1)(A) of the Investment Company Act as modified by Section 61(a)(1) and (2) of the Investment Company Act or any successor provisions, as such obligations may be amended
or superseded, giving effect to any exemptive relief granted to us by the Securities and Exchange Commission.” 












 “Section 10.08. Commission Reports and Reports to Holders. 

If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic
reports with the Commission, the Company agrees to furnish to the Holders of the Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of each fiscal year of the Company, audited
annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of
the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP, as applicable.” 

ARTICLE VII 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article VIII of the Base Indenture shall be amended by replacing
Section 8.01 with the following: 
 “Section 8.01. Merger, Consolidation or Sale of Assets. 

The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into
the Company), or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled
Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless: 

(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by
such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a statutory trust, corporation or limited liability company organized and existing under the laws of the United States of America or any
state or territory thereof; 
 (2) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form
reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Company; 

(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of
Default shall have occurred and be continuing; and 
 (4) the Company shall deliver, or cause to be delivered, to the Trustee, an
Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto, comply with this Section 8.01 and that all conditions precedent in this Indenture relating to
such transaction have been complied with. 
 For the purposes of this Section 8.01, the sale, transfer, lease, conveyance or other
disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be
deemed to be the transfer of all or substantially all the property of the Company.” 












 ARTICLE VIII 

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT 

Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto), whether now or hereafter issued and Outstanding, Article XIII of the Base Indenture shall be amended by replacing Sections 13.01
to 13.05 with the following: 
 “Section 13.01. Change of Control. 

If a Change of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company
shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to
100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change of Control
Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute
or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The
notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The
Company shall comply with the requirements of Rule 14e-1 promulgated under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. 
 To the extent that the provisions of any
securities laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of
such conflict. 
 On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of
the Investment Company Act, the Company shall, to the extent lawful: 
 (1) accept for payment all Notes or portions of Notes properly
tendered pursuant to its offer; 
 (2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes
or portions of Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together
with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. 
 The Paying Agent will
promptly remit to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 

If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be
made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. 
 The Company will not
be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes in the manner, at the time and otherwise in compliance with the requirements for an offer made by
the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.” 












 ARTICLE IX 

MISCELLANEOUS 

Section 9.01. This Fifth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be
part of the Indenture and shall, to the extent applicable, be governed by such provisions. 
 Section 9.02. In case any provision
in this Fifth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 9.03. This Fifth Supplemental Indenture may be executed in counterparts, each of which will be an original, but such
counterparts will together constitute but one and the same Fifth Supplemental Indenture. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall
constitute effective execution and delivery of this Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original
signatures for all purposes. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to this Fifth Supplemental Indenture must be in writing (provided that any communication sent to
Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized
representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on
unauthorized instructions, and the risk of interception and misuse by third parties. 
 Section 9.04. The Base Indenture, as
supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to
the Notes. All provisions included in this Fifth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base
Indenture, as supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Fifth Supplemental Indenture. 

Section 9.05. The provisions of this Fifth Supplemental Indenture shall become effective as of the date hereof. 

Section 9.06. Notwithstanding anything else to the contrary herein, the terms and provisions of this Fifth Supplemental Indenture
shall apply only to the Notes and shall not apply to any other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto) and this Fifth Supplemental Indenture shall
not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Base Indenture (as supplemented or amended from time to time by one or more indentures supplemental thereto),
whether now or hereafter issued and Outstanding. 
 Section 9.07. The recitals contained herein and in the Notes shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture, the Notes or any Additional Notes, except
that the Trustee represents that it is duly authorized to execute and deliver this Fifth Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use
or application by the Company of the Notes or any Additional Notes or the proceeds thereof. 












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

			
	 BLACKSTONE PRIVATE CREDIT FUND

 

	 By:
	 	 /s/ Brad Marshall

		 	 Name: Brad Marshall

		 	 Title: Chief Executive Officer

 

	 U.S. BANK NATIONAL ASSOCIATION, as Trustee

 

	 By:
	 	 /s/ Karen Beard

		 	 Name: Karen Beard

		 	 Title: Vice President



 [Fifth Supplemental Indenture Signature Page] 












 Exhibit A – Form of Global Note 

This Security is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or
a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any Person other than The Depository Trust Company or a
nominee thereof, except in the limited circumstances described in the Indenture. 
 Unless this certificate is presented by an authorized
representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such other
name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest
herein. 
 [Insert the Restricted Notes Legend if applicable pursuant to the provisions of the Indenture] 

Blackstone Private Credit Fund 
  

			
	 No.             
	  	$                
	 	  	 CUSIP
No.                        

ISIN
No.                            


 3.250% Notes due 2027 

Blackstone Private Credit Fund, a Delaware statutory trust duly organized and existing under the laws of Delaware (herein called the
“Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of (U.S. $
) on November 22, 2021, and to pay interest thereon from November 22, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15
and September 15 of each year, commencing March 15, 2022, at the rate of 3.250% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be March 1 and September 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series. 
 Payment of the
principal of (and premium, if any, on) and any such interest on this Security will be made at the office of the Trustee located at One Federal Street, 10th Floor, Boston, MA 02110 and at such other address as designated by the Trustee, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as this Security is registered to Cede & Co., such payment will be made by wire
transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. 
 Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

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












 IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed. 
 Dated: November 22, 2021 

 

			
	 BLACKSTONE PRIVATE CREDIT FUND

		
	 By:
	 	 
		 	 Name:

		 	 Title:



 Attest 
  

			
		
	 By:
	 	 
		 	 Name:

		 	 Title:














 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
 Dated: November 22, 2021 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 
		 	Authorized Signatory














 Blackstone Private Credit Fund 

3.250% Notes due 2027 
 This
Security is one of a duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 22, 2021 (herein called the
“Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of
the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as amended and supplemented by the First Supplemental Indenture, dated as of September 15, 2021, by and between the Company and the
Trustee (herein called the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 15, 2021, by and between the Company and the Trustee (herein called the “Second Supplemental
Indenture”), the Third Supplemental Indenture, dated as of November 2, 2021, by and between the Company and the Trustee (herein called the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of
November 22, 2021, by and between the Company and the Trustee (herein called the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of November 22, 2021, by and between the Company and the Trustee
(herein called the “Fifth Supplemental Indenture”, and the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, and the Base Indenture collectively are herein
called the “Indenture”). In the event of any conflict between the Base Indenture and the Fifth Supplemental Indenture, the Fifth Supplemental Indenture shall govern and control. 

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $ . Under a Board
Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case
“Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities, provided that, if such Additional Securities are not fungible with the Securities (or any other tranche of
Additional Securities) for U.S. federal income tax purposes, then such Additional Securities will have different CUSIP numbers from the Securities represented hereby (and any such other tranche of Additional Securities). Any Additional Securities
and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding
Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. 
 The
Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a Redemption Price per security equal to the greater of the following amounts, plus, in each case, accrued and
unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date: 
 (A) 100% of the principal amount of the Notes to
be redeemed, or 
 (B) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and
unpaid interest and Additional Interest, if any, to the Redemption Date) on the Notes to be redeemed through the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points. 
 Notwithstanding the foregoing,
at any time on or after the Par Call Date, the Company may redeem some or all of the Notes, at any time, or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus, in each case, accrued and
unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date. 












 For purposes of calculating the Redemption Price in connection with the redemption of the
Notes, on any Redemption Date, the following terms have the meanings set forth below: 
 “Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day
immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate
will be determined by the Company. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed. 

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the
Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Par Call Date” means February 15, 2027, which is the date that is one month prior to the maturity date of the Notes.

 “Quotation Agent” means a Reference Treasury Dealer selected by the Company. 

“Reference Treasury Dealer” means each of (1) Citigroup Global Markets Inc., (2) Goldman Sachs & Co. LLC,
(3) J.P. Morgan Securities LLC, (4) Wells Fargo Securities, LLC, and (5) a primary U.S. government securities dealer selected by MUFG Securities Americas Inc.; provided, however, that if any of the foregoing or their affiliates shall
cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall select another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer
at 3:30 p.m. New York City time on the third Business Day preceding such Redemption Date. 
 All determinations made by any Reference
Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error. 

Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than fifteen (15) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the
Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture. 
 Any
exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable. 

If the Company elects to redeem only a portion of the Securities, the particular Securities to be redeemed will be selected in accordance with
the applicable procedures of the Trustee and, so long as the Securities are registered to the Depositary or its nominee, the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than $2,000. 
 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Securities called for redemption. 












 Holders will have the right to require the Company to repurchase their Securities upon the
occurrence of a Change of Control Repurchase Event as set forth in the Indenture. 
 The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing (other than Events of Default related to
certain events of bankruptcy, insolvency or reorganization as set forth in the Indenture), the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In the case of
certain events of bankruptcy, insolvency or reorganization described in the Indenture, 100% of the principal of and accrued and unpaid interest and Additional Interest on the Securities will automatically become due and payable. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both, satisfactory to the Trustee, against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after
receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on
or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

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

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 












 No service charge shall be made for any such registration of transfer or exchange, but the
Company or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. 
 The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of
New York, without regard to principles of conflicts of laws. 
 The Holder of this Note shall be entitled to the benefits of a Registration
Rights Agreement, dated as of the Issue Date, among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, as representatives of
the Initial Purchasers. 












 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The initial outstanding principal amount of this Global Note is $        . The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	Date of
Exchange	  	Amount of
decrease in
Principal Amount
of this Global Note	  	Amount of
increase in
Principal Amount
of this Global Note	  	Principal Amount of
this Global Note
following such
decrease (or
increase)	  	Signature of
authorized
officer of Trustee
or Note
Custodian
	  
	  	  
	  	  
	  	  
	  	  














 Exhibit B – Form of Certificate of Transfer 

Blackstone Private Credit Fund 
 345 Park Avenue, 31st Floor 
 New York, New York 10154 

Attention: Secretary 
 U.S. Bank National Association, as Trustee

 One Federal Street, 3rd Floor 
 Boston, MA 02110 

Fax No.: (617) 603-6665 

Attention: Corporate Trust Services Re: 3.250% Notes due 2027 

Reference is hereby made to the Indenture, dated as of September 15, 2021, as supplemented by the First Supplemental Indenture, dated as
of September 15, 2021, the Second Supplemental Indenture, dated as of September 15, 2021, the Third Supplemental Indenture, dated as of November 2, 2021, the Fourth Supplemental Indenture, dated as of November 22, 2021, and the Fifth
Supplemental Indenture, dated November 22, 2021 (together, the “Indenture”), between Blackstone Private Credit Fund, as issuer (the “Company”), and U.S. Bank National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture. 

                    
    , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$                 in such Note[s] or interests (the “Transfer”), to
                                        
(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 

[CHECK ALL THAT APPLY] 
  

	 	1.	 [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby
further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule
144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 



 

	 	2.	 [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR
DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not
being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in 















	 	
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, and (iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the
Restricted Notes Legend printed on the Regulation S Global Note and/or Definitive Note and in the Indenture and the Securities Act. 

  

	 	3.	 [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A GLOBAL NOTE OR A
DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that such Transfer is being
effected to the Company or a subsidiary thereof. 


  

	 	4.	 [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN
UNRESTRICTED DEFINITIVE NOTE. 


  

	 	(a)	 [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 



 

	 	(b)	 [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.



  

	 	(c)	 [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and
in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture. 














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

			
		 	
		 	  

		 	 [Insert Name of Transferor]



 

			
		
	 By:
	 	
		 	  

		 	 Name:

		 	 Title:


 Dated:          












 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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



[CHECK ONE] 
  

	 	(i)	 [ ] 144A Global Note
(CUSIP                           ), or 



 

	 	(ii)	 [ ] Regulation S Global Note
(CUSIP                           ), or 



 

	 	(iii)	 [ ] Unrestricted Global Note
(CUSIP                           ) 



 

	2.	 After the Transfer the Transferee will hold: 



[CHECK ONE] 
  

	 	(a)	 [ ] a beneficial interest in the: 



 

	 	(b)	 [ ] 144A Global Note
(CUSIP                           ), or 



 

	 	(c)	 [ ] Regulation S Global Note
(CUSIP                           ), or 



 

	 	(d)	 [ ] Unrestricted Global Note
(CUSIP                           ), or 



 

	 	(e)	 [ ] a Restricted Definitive Note; or 



 

	 	(f)	 [ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. 














 Exhibit C – Form of Certificate of Exchange 

Blackstone Private Credit Fund 
 345 Park Avenue, 31st Floor 
 New York, New York 10154 

Attention: Secretary 
 U.S. Bank National Association, as Trustee

 One Federal Street, 3rd Floor 
 Boston, MA 02110 

Telecopier No.: (617) 603-6665 

Attention: Corporate Trust Services 
 Re: 3.250%
Notes due 2027 
 Reference is hereby made to the Indenture, dated as of September 15, 2021, as supplemented by the First Supplemental
Indenture, dated as of September 15, 2021, the Second Supplemental Indenture, dated as of September 15, 2021, the Third Supplemental Indenture, dated as of November 2, 2021, the Fourth Supplemental Indenture, dated as of November 22,
2021, and the Fifth Supplemental Indenture, dated as of November 22, 2021 (together, the “Indenture”), between Blackstone Private Credit Fund, as issuer (the “Company”), and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

	 	1.	 EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 


 (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note
in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States. 
 (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States. 
 (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby 












 
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture, and the Restricted Notes Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not
required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

 

	 	2.	 EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 


 (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in a Restricted Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Restricted Notes Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 












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

			
		 	
		 	  

		 	 [Insert Name of Transferor]



 

			
		
	 By:
	 	
		 	  

		 	 Name:

		 	 Title:

		
	
Dated:            
	 	


  
 C-1