Exhibit 4.2

    

    
      


     

    

     

    

     

    

    EOG RESOURCES, INC.

    

    

    

    

    TO

    

    

    

    

    COMPUTERSHARE TRUST COMPANY, N.A.

    TRUSTEE

    

    

    

    

     

    

     

    

     

      

    SUBORDINATED INDENTURE

    

    

     

      

     

      

    Dated as of _____________, 20__

    

    

    

    

    

    

    

    

    
      


    
      

      
        


      

    

    EOG RESOURCES, INC.

    

    

    Certain Sections of this Subordinated Indenture relating to

    Sections 310 through 318, inclusive, of the

    Trust Indenture Act of 1939:

    

    

    	
            Trust Indenture

            Act Section

          	 	
            Indenture

            Section

          
	 	 	 	 
	
            § 310

          	
            (a)(1)

          	 	
            609

          
	 	
            (a)(2)

          	 	
            609

          
	 	
            (a)(3)

          	 	
            Not Applicable

          
	 	
            (a)(4)

          	 	
            Not Applicable

          
	 	
            (b)

          	 	
            608

          
	 	 	 	
            610

          
	
            § 311

          	
            (a)

          	 	
            613

          
	 	
            (b)

          	 	
            613

          
	
            § 312

          	
            (a)

          	 	
            701

          
	 	 	 	
            702(a)

          
	

          	
            (b)

          	 	702(b)
	

          	
            (c)

          	

          	702(c)
	
            § 313

          	
            (a)

          	 	703(a)
	
            

            

          	
            (b)

          	 	703(a)
	
            

            

          	(c)	 	703(a)
	
            

            

          	(d)	 	703(b)
	
            § 314

          	
            (a)

          	 	
            704

          
	 	
            (a)(4)

          	 	
            101

          
	 	 	 	
            1004

          
	 	
            (b)

          	 	
            Not Applicable

          
	 	
            (c)(1)

          	 	
            102

          
	 	
            (c)(2)

          	 	
            102

          
	 	
            (c)(3)

          	 	
            Not Applicable

          
	 	
            (d)

          	 	
            Not Applicable

          
	 	
            (e)

          	 	
            102

          
	
            § 315

          	
            (a)

          	 	
            601

          
	 	
            (b)

          	 	
            602

          
	 	
            (c)

          	 	
            601

          
	 	
            (d)

          	 	
            601

          
	 	
            (e)

          	 	
            514

          
	
            § 316

          	
            (a)

          	 	
            101

          
	 	
            (a)(1)(A)

          	 	
            502

          
	 	
            (a)(1)(B)

          	 	
            513

          
	 	
            (a)(2)

          	 	
            Not Applicable

          
	 	
            (b)

          	 	
            508

          
	 	
            (c)

          	 	
            104(c)

          
	
            § 317

          	
            (a)(1)

          	 	
            503

          
	 	
            (a)(2)

          	 	
            504

          
	 	
            (b)

          	 	
            1003

          
	
            § 318

          	
            (a)

          	 	
            107

          


    

    

    
      


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

    

    

    
      

      
        


      

    

    
    TABLE OF CONTENTS

    

    

    	 	 	
            Page

          
	
            ARTICLE ONE.

          	
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          	
            1

          
	
            Section 101.

          	
            Definitions

          	 1

          
	
            Section 102.

          	
            Compliance Certificates and Opinions

          	
            8

          
	
            Section 103.

          	
            Form of Documents Delivered to Trustee

          	
            8

            

          
	
            Section 104.

          	
            Acts of Holders; Record Dates

          	
            9

            

          
	
            Section 105.

          	
            Notices, Etc., to Trustee and Company

          	
            10

          
	
            Section 106.

          	
            Notice to Holders; Waiver

          	
            10

          
	
            Section 107.

          	
            Conflict with Trust Indenture Act

          	
            11

          
	
            Section 108.

          	
            Effect of Headings and Table of Contents

          	
            11

          
	
            Section 109.

          	
            Successors and Assigns

          	
            11

          
	
            Section 110.

          	
            Separability Clause

          	
            11

          
	
            Section 111.

          	
            Benefits of Indenture

          	
            11

          
	
            Section 112.

          	
            Governing Law

          	
            11

          
	
            Section 113.

          	
            Interest Limitation

          	
            12

          
	
            Section 114.

          	
            Legal Holidays

          	
            12

          
	
            ARTICLE TWO.

          	
            SECURITY FORMS

          	
            13

          
	
            Section 201.

          	
            Forms Generally

          	
            13

          
	
            Section 202.

          	
            Form of Face of Security

          	
            13

          
	
            Section 203.

          	
            Form of Reverse of Security

          	
            15

          
	
            Section 204.

          	
            Form of Legend for Global Securities

          	
            18

          
	
            Section 205.

          	
            Form of Trustee’s Certificate of Authentication

          	
            19

          
	
            ARTICLE THREE.

          	
            THE SECURITIES

          	
            19

            

          
	
            Section 301.

          	
            Amount Unlimited; Issuable in Series

          	
            19

            

          
	
            Section 302.

          	
            Denominations

          	
            21

          
	
            Section 303.

          	
            Execution, Authentication, Delivery and Dating

          	
            21

          
	
            Section 304.

          	
            Temporary Securities

          	
            22

          
	
            Section 305.

          	
            Registration, Registration of Transfer and Exchange

          	
            23

          
	
            Section 306.

          	
            Mutilated, Destroyed, Lost and Stolen Securities

          	
            24

          
	
            Section 307.

          	
            Payment of Interest; Interest Rights Preserved

          	
            25

          
	
            Section 308.

          	
            Persons Deemed Owners

          	
            26

          
	
            Section 309.

          	
            Cancellation

          	
            26

          
	
            Section 310.

          	
            Computation of Interest

          	
            27

          


    
      

      -i-

      
        


      

    

    TABLE OF CONTENTS

    (continued)

    

    

    	 	 	
            Page

          
	
            ARTICLE FOUR.

          	
            SATISFACTION AND DISCHARGE

          	
            27

          
	
            Section 401.

          	
            Satisfaction and Discharge of Indenture

          	
            27

          
	
            Section 402.

          	
            Application of Trust Money

          	
            28

          
	
            ARTICLE FIVE.

          	
            REMEDIES

          	
            28

          
	
            Section 501.

          	
            Events of Default

          	
            28

          
	
            Section 502.

          	
            Acceleration of Maturity; Rescission and Annulment

          	
            30

          
	
            Section 503.

          	
            Collection of Indebtedness and Suits for Enforcement by Trustee

          	
            31

          
	
            Section 504.

          	
            Trustee May File Proofs of Claim

          	
            31

          
	
            Section 505.

          	
            Trustee May Enforce Claims Without Possession of Securities

          	
            32

          
	
            Section 506.

          	
            Application of Money Collected

          	
            32

          
	
            Section 507.

          	
            Limitation on Suits

          	
            33

          
	
            Section 508.

          	
            Unconditional Right of Holders to Receive Principal, Premium and Interest

          	
            33

          
	
            Section 509.

          	
            Restoration of Rights and Remedies

          	
            33

          
	
            Section 510.

          	
            Rights and Remedies Cumulative

          	
            34

          
	
            Section 511.

          	
            Delay or Omission Not Waiver

          	
            34

          
	
            Section 512.

          	
            Control by Holders

          	
            34

          
	
            Section 513.

          	
            Waiver of Past Defaults

          	
            35

          
	
            Section 514.

          	
            Undertaking for Costs

          	
            35

          
	
            Section 515.

          	
            Waiver of Stay or Extension Laws

          	
            35

          
	
            ARTICLE SIX.

          	
            THE TRUSTEE

          	
            35

          
	
            Section 601.

          	
            Certain Duties and Responsibilities

          	
            35

          
	
            Section 602.

          	
            Notice of Defaults

          	
            36

          
	
            Section 603.

          	
            Certain Rights of Trustee

          	
            36

          
	
            Section 604.

          	
            Not Responsible for Recitals or Issuance of Securities

          	
            37

          
	
            Section 605.

          	
            May Hold Securities

          	
            37

          
	
            Section 606.

          	
            Money Held in Trust

          	
            38

          
	
            Section 607.

          	
            Compensation and Reimbursement

          	
            38

          
	
            Section 608.

          	
            Disqualification; Conflicting Interests

          	
            38

          
	
            Section 609.

          	
            Corporate Trustee Required; Eligibility

          	
            38

          
	
            Section 610.

          	
            Resignation and Removal; Appointment of Successor

          	
            39

          
	
            Section 611.

          	
            Acceptance of Appointment by Successor

          	
            40

            

          
	
            Section 612.

          	
            Merger, Conversion, Consolidation or Succession to Business

          	
            41

          
	
            Section 613.

          	
            Preferential Collection of Claims Against Company

          	
            41

          
	
            Section 614.

          	
            Appointment of Authenticating Agent

          	
            41

          


    
      

      -ii-

      
        


      

    

    TABLE OF CONTENTS

    (continued)

    

    

    	 	 	
            Page

          
	
            ARTICLE SEVEN.

          	
            HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

          	
            43

          
	
            Section 701.

          	
            Company to Furnish Trustee Names and Addresses of Holders

          	
            43

          
	
            Section 702.

          	
            Preservation of Information; Communications to Holders

          	
            43

          
	
            Section 703.

          	
            Reports by Trustee

          	
            44

          
	
            Section 704.

          	
            Reports by Company

          	
            44

          
	
            ARTICLE EIGHT.

          	
            CONSOLIDATION, MERGER AND SALE

          	
            44

          
	
            Section 801.

          	
            Consolidation, Merger or Sale Permitted Under Certain Conditions

          	
            44

          
	
            Section 802.

          	
            Substitution of Successor Corporation for the Company

          	
            45

          
	
            Section 803.

          	
            Opinion of Counsel and Officers’ Certificate to be given to Trustee

          	
            45

          
	
            ARTICLE NINE.

          	
            SUPPLEMENTAL INDENTURES

          	
            46

          
	
            Section 901.

          	
            Supplemental Indentures Without Consent of Holders

          	
            46

          
	
            Section 902.

          	
            Supplemental Indentures with Consent of Holders

          	
            47

          
	
            Section 903.

          	
            Execution of Supplemental Indentures

          	
            48

          
	
            Section 904.

          	
            Effect of Supplemental Indentures

          	
            48

          
	
            Section 905.

          	
            Conformity with Trust Indenture Act

          	
            48

          
	
            Section 906.

          	
            Reference in Securities to Supplemental Indentures

          	
            48

          
	
            ARTICLE TEN.

          	
            COVENANTS

          	
            49

            

          
	
            Section 1001.

          	
            Payment of Principal, Premium and Interest

          	
            49

            

          
	
            Section 1002.

          	
            Maintenance of Office or Agency

          	
            49

            

          
	
            Section 1003.

          	
            Money for Securities Payments to Be Held in Trust

          	
            49

            

          
	
            Section 1004.

          	
            Corporate Existence

          	
            50

          
	
            Section 1005.

          	
            Maintenance of Properties

          	
            50

          
	
            Section 1006.

          	
            Payment of Taxes and Other Claims

          	
            51

          
	
            Section 1007.

          	
            Waiver of Certain Covenants

          	
            51

          
	
            Section 1008.

          	
            Statement by Officers as to Default

          	
            51

          


    
      

      -iii-

      
        


      

    

    TABLE OF CONTENTS

    (continued)

    

    

    	 	 	
            Page

          
	
            ARTICLE ELEVEN.

          	
            REDEMPTION OF SECURITIES

          	
            51

          
	
            Section 1101.

          	
            Applicability of Article

          	
            51

          
	
            Section 1102.

          	
            Election to Redeem; Notice to Trustee

          	
            52

          
	
            Section 1103.

          	
            Selection by Trustee of Securities to Be Redeemed

          	
            52

          
	
            Section 1104.

          	
            Notice of Redemption

          	
            53

          
	
            Section 1105.

          	
            Deposit of Redemption Price

          	
            53

          
	
            Section 1106.

          	
            Securities Payable on Redemption Date

          	
            53

          
	
            Section 1107.

          	
            Securities Redeemed in Part

          	
            54

          
	
            ARTICLE TWELVE.

          	
            SINKING FUNDS

          	
            54

          
	
            Section 1201.

          	
            Applicability of Article

          	
            54

          
	
            Section 1202.

          	
            Satisfaction of Sinking Fund Payments with Securities

          	
            54

          
	
            Section 1203.

          	
            Redemption of Securities for Sinking Fund

          	
            54

          
	
            ARTICLE THIRTEEN.

          	
            IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

          	
            55

          
	
            Section 1301.

          	
            Liability Solely Corporate

          	
            55

          
	
            ARTICLE FOURTEEN.

          	
            SUBORDINATION

          	
            55

          
	
            Section 1401.

          	
            Applicability of Article; Agreement to Subordinate

          	
            55

          
	
            Section 1402.

          	
            Liquidation, Dissolution, Bankruptcy

          	
            56

          
	
            Section 1403.

          	
            Default on Senior Indebtedness

          	
            56

          
	
            Section 1404.

          	
            Acceleration of Payment of Debt Securities

          	
            57

          
	
            Section 1405.

          	
            When Distribution Must Be Paid Over

          	
            57

          
	
            Section 1406.

          	
            Subrogation

          	
            57

          
	
            Section 1407.

          	
            Relative Rights

          	
            58

          
	
            Section 1408.

          	
            Subordination May Not Be Impaired by Company

          	
            58

          
	
            Section 1409.

          	
            Rights of Trustee and Paying Agent

          	
            58

          
	
            Section 1410.

          	
            Distribution or Notice to Representative

          	
            58

          
	
            Section 1411.

          	
            Article Fourteen Not to Prevent Defaults or Limit Right to Accelerate

          	
            58

          
	
            Section 1412.

          	
            Trust Moneys Not Subordinated

          	
            59

            

          
	
            Section 1413.

          	
            Trustee Entitled to Rely

          	
            59

            

          
	
            Section 1414.

          	
            Trustee to Effectuate Subordination

          	
            59

            

          
	
            Section 1415.

          	
            Trustee Not Fiduciary for Holders of Senior Indebtedness

          	
            59

            

          
	
            Section 1416.

          	
            Reliance by Holders of Senior Indebtedness on Subordination Provisions

          	
            60

          


    

    

    
      

      -iv-

      
        


      

    

    SUBORDINATED INDENTURE, dated as of ___________, 20__, between EOG
      RESOURCES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive offices at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002, and COMPUTERSHARE TRUST
      COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is
      principally administered being Computershare Trust Company, N.A., Corporate Trust Services. The address of the trustee under the senior indenture and under the subordinated indenture is 8800 Bay Meadows Way W., Suite 300, Jacksonville, Florida 32256.

    

    

    RECITALS OF THE COMPANY

    

    

    The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated
      debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture.

    

    

    All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

    

    

    Now, Therefore, This Indenture Witnesseth:

    

    

    For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
      proportionate benefit of all Holders of the Securities or of series thereof, as follows:

    

    

    ARTICLE ONE.

    Definitions and Other Provisions

    of General Application.

    

    

    SECTION 101.  Definitions.

    

    

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

    

    

    (1)          the terms defined in this Article have
        the meanings assigned to them in this Article and include the plural as well as the singular;

    

    

    (2)          all other terms used herein which are
        defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

    

    

    (3)          all accounting terms not otherwise
        defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation
        required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

    

    

    
      

      
        


      

    

    
    (4)          the words “herein”, “hereof” and
        “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

    

    

    (5)          if the applicable series of Securities
        are subordinated pursuant to Article Fourteen, unsecured indebtedness shall not be deemed to be subordinate or junior to secured indebtedness merely by virtue of its nature as unsecured indebtedness.

    

    

    “Act”, when used with respect to any Holder, has the meaning specified in Section 104.

    

    

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

    

    

    “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of
      one or more series.

    

    

    “Blockage Notice” has the meaning specified in Section 1403.

    

    

    “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

    

    

    “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
      Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

    

    

    “Business Day”, when used with respect to any Place of Payment, means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which
      banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

    

    

    “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as
      amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

    

    

    “Company” means the corporation named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such
      successor pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

    

    

    “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman
      of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

    

    

    
      

      2

      
        


      

    

    “Corporate Trust Office” means the principal office of the Trustee in Jacksonville, Florida at which at any particular time its corporate trust business
      with respect to the Indenture shall be administered, which office at the date hereof is that indicated in the introductory paragraph of this Indenture.

    

    

    “corporation” means a corporation, association, company, joint-stock company or business trust.

    

    

    “Defaulted Interest” has the meaning specified in Section 307.

    

    

    “Depository” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the
      Person designated as Depository for such series by the Company pursuant to Section 301.

    

    

    “Designated Senior Indebtedness” means any Senior Indebtedness so designated, as provided in Section 301, in respect of any series of Securities.

    

    

    “Eligible Obligations” means interest bearing obligations as a result of the deposit of which the Securities are rated in the highest generic long-term
      debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.

    

    

    “Event of Default” has the meaning specified in Section 501.

    

    

    “Federal Bankruptcy Act” means the Bankruptcy Code of 1978, as amended, or Title 11 of the United States Code.

    

    

    “Global Security” means a Security bearing the legend specified in Section 204 evidencing all or part of a series of Securities, issued to the Depository
      for such series or its nominee, and registered in the name of such Depository or nominee.

    

    

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

    

    

    “indebtedness”, as applied to the Company or any Subsidiary, shall mean bonds, debentures, notes and other instruments representing obligations created
      or assumed by any such corporation for the repayment of money borrowed (other than unamortized debt discount or premium).  All indebtedness secured by a Lien upon property owned by the Company or any Subsidiary and upon which indebtedness any such
      corporation customarily pays interest, although any such corporation has not assumed or become liable for the payment of such indebtedness, shall for all purposes hereof be deemed to be indebtedness of any such corporation.  All indebtedness for
      money borrowed incurred by other persons which is directly guaranteed as to payment of principal by the Company or any Subsidiary shall for all purposes hereof be deemed to be indebtedness of any such corporation, but no other contingent obligation
      of any such corporation in respect of indebtedness incurred by other persons shall for any purpose be deemed indebtedness of such corporation.  Indebtedness of the Company or any Subsidiary shall not include (i) any amount representing capitalized
      lease obligations; (ii) indirect guarantees or other contingent obligations in connection with the indebtedness of others, including agreements, contingent or otherwise, with such other persons or with third persons with respect to, or to permit or
      ensure the payment of, obligations of such other persons, including, without limitation, agreements to purchase or repurchase obligations of such other persons, agreements to advance or supply funds to or to invest in such other persons, or
      agreements to pay for property, products, or services of such other persons (whether or not conferred, delivered or rendered), and any demand charge, throughput, take-or-pay, keep-well, make-whole, cash deficiency, maintenance of working capital or
      earnings or similar agreements; and (iii) any guarantees with respect to lease or other similar periodic payments to be made by other persons.

    

    

    
      

      3

      
        


      

    

    “Indenture” means this instrument as originally executed as it may from time to time be supplemented or amended by one or more indentures supplemental
      hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
      and any such supplemental indenture, respectively.  The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301; provided, however, that if
      at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time
      to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as
      contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any
      provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.

    

    

    “interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
      after Maturity.

    

    

    “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

    

    

    “Lien” means any mortgage, pledge, lien, security interest or similar charge or encumbrance.

    

    

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

    

    

    “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by
      the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.

    

    

    “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company, and who shall be acceptable to the
      Trustee.

    

    

    
      

      4

      
        


      

    

    “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount
      thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

    

    

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

    

    

    	

          	(i)	
            Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

          


    

    

    	

          	(ii)	
            Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set
              aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of
              such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

          


    

    

    	

          	(iii)	
            Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other
              than any such Securities in respect of which there shall have been presented to the Trustee or Authenticating Agent proof satisfactory to it and the Company that such Securities are held by a bona fide purchaser in whose hands such Securities
              are valid obligations of the Company;

          


    

    

    provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
      given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be
      Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security denominated in one
      or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in the manner provided as contemplated by Section 301 on the date of original issuance of such Security, of the principal amount (or, in the case of an
      Original Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such security, and (iii) Securities owned by the Company or any other obligor upon
      the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be
      regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
      the Company or of such other obligor.

    

    

    
      

      5

      
        


      

    

    “Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any one or more series of Securities on
      behalf of the Company.

    

    

    “Payment Blockage Period” has the meaning specified in Section 1403.

    

    

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

    

    

    “Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
      on the Securities of that series are payable as specified as contemplated by Section 301.

    

    

    “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
      particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
      mutilated, destroyed, lost or stolen Security.

    

    

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

    

    

    “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

    

    

    “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as
      contemplated by Section 301.

    

    

    “Representative” means the trustee, agent or representative (if any) for an issue of Senior Indebtedness, and, in the absence of any trustee, agent or
      representative, it means the holder or holders of such issue.

    

    

    “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee assigned to the Trustee’s corporate trust department,
      including in such department any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant
      controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such
      matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

    

    

    “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under
      this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this instrument, “Securities” with respect to the Indenture as to which such Person is Trustee
      shall have the meaning stated in the first recital of this instrument and shall more particularly mean Securities authenticated and delivered under this instrument, exclusive, however, of Securities of any series as to which such Person is not
      Trustee.

    

    

    
      

      6

      
        


      

    

    “Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

    

    

    “Senior Indebtedness”, unless otherwise provided with respect to the Securities of a series established under Section 301, means (1) all indebtedness of
      the Company, whether currently outstanding or hereafter issued, unless, by the terms of the instrument creating or evidencing such indebtedness, it is provided that such indebtedness is not superior in right of payment to the Securities, or to other
      indebtedness that is pari passu with or subordinated to the Securities, and (2) any modifications, refundings, deferrals, renewals or extensions of any such indebtedness or securities, notes or other evidence of indebtedness issued in exchange for
      such indebtedness; provided that in no event shall “Senior Indebtedness” include (a) indebtedness of the Company owed or owing to any Subsidiary of the Company, (b) indebtedness to trade creditors or (c) any liability for taxes owed or owing by the
      Company.

    

    

    “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

    

    

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

    

    

    “Subordinated Securities” has the meaning specified in Section 1401.

    

    

    “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or
      more other Subsidiaries, or by the Company and one or more other Subsidiaries.  For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as
      no senior class of stock has such voting power by reason of any contingency.

    

    

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

    

    

    “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

    

    

    
      

      7

      
        


      

    

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

    

    

    “Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or
      words added before or after the title “vice president”.

    

    

    SECTION 102.  Compliance Certificates and Opinions.

    

    

    Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
      Trustee such certificates and opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel,
      if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other set forth in this Indenture.

    

    

    Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include

    

    

    (1)          a statement that each individual signing
        such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

    

    

    (2)          a brief statement as to the nature and
        scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

    

    

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

    

    

    (4)          a statement as to whether, in the
        opinion of each such individual, such condition or covenant has been complied with.

    

    

    SECTION 103.  Form of Documents Delivered to Trustee.

    

    

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

    

    

    
      

      8

      
        


      

    

    Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. 
      Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such
      factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

    

    

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

    

    

    SECTION 104.  Acts of Holders; Record Dates.

    

    

    (a)          Any request, demand, authorization,
        direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent
        duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such
        instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing
        appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

    

    

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

    

    

    (c)          The Company may, in the circumstances
        permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other
        action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities of such series.  If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in
        respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to
        Section 701) prior to such first solicitation or vote, as the case may be.  With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or
        their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

    

    

    
      

      9

      
        


      

    

    (d)          The ownership of Securities shall be
        proved by the Security Register.

    

    

    (e)          Any request, demand, authorization,
        direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
        thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

    

    

    SECTION 105.  Notices, Etc., to Trustee and Company.

    

    

    Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
      made upon, given or furnished to, or filed with,

    

    

    (1)          the Trustee by any Holder or by the
        Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Vice President, Corporate Trust, or

    

    

    (2)          the Company by the Trustee or by any
        Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first
        paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

    

    

    SECTION 106.  Notice to Holders; Waiver.

    

    

    Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
      in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any),
      prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
      with respect to other Holders.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of
      such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

    

    

    
      

      10

      
        


      

    

    In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
      such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

    

    

    SECTION 107.  Conflict with Trust Indenture Act.

    

    

    If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and
      govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this
      Indenture as so modified or to be excluded, as the case may be.

    

    

    SECTION 108.  Effect of Headings and Table of Contents.

    

    

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

    

    

    SECTION 109.  Successors and Assigns.

    

    

    All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

    

    

    SECTION 110.  Separability Clause.

    

    

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

    

    

    SECTION 111.  Benefits of Indenture.

    

    

    Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their respective
      successors hereunder, the holders of Senior Indebtedness and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

    

    

    SECTION 112.  Governing Law.

    

    

    This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of Texas, without giving
      effect to Texas’ principles or rules of conflict of law to the extent such principles or rules would require or permit application of the laws of another jurisdiction.

    

    

    
      

      11

      
        


      

    

    SECTION 113.  Interest Limitation.

    

    

    It is the intention of the Company to conform strictly to all applicable usury laws and any subsequent revisions, repeals or judicial interpretations
      thereof.  Accordingly, if the transactions contemplated hereby would be usurious under any applicable law then, in that event, notwithstanding anything to the contrary in the Securities or this Indenture, it is agreed as follows:  (i) the aggregate
      of all consideration which constitutes interest under applicable law with respect to a Security shall under no circumstances exceed the maximum amount allowed by applicable law, and any excess shall be credited to the principal amount of such
      Security (or, if the principal amount of such Security shall have been paid in full, refunded to the Company), to the extent permitted by applicable law; and (ii) in the event that the maturity of any Security is accelerated or in the event of any
      redemption of such Security, then such consideration that constitutes interest under applicable law may never include more than the maximum amount allowed by applicable law, and any excess shall be credited to the principal amount of such Security
      (or, if the principal amount of such Security shall be paid in full, refunded to the Company), to the extent permitted by applicable law.  All calculations made to compute the rate of interest with respect to a Security for the purpose of determining
      whether such rate exceeds the maximum amount allowed by applicable law shall be made, to the extent permitted by such applicable law, by allocating and spreading during the period of the full stated term of such Security all interest any time
      contracted for, taken, reserved, charged or received by such Holder or by the Trustee on behalf of any such Holder in connection therewith so that the amount or rate of interest charged for any and all periods of time during the term of the Security
      does not exceed the maximum amount or rate of interest allowed to be charged by law during the relevant period of time.  Notwithstanding any of the foregoing, if at any time applicable laws shall be changed so as to permit a higher rate or amount of
      interest to be charged than that permitted prior to such change, then unless prohibited by law, references in this Indenture or any Security to “applicable law” when used in the context of determining the maximum interest or rate of interest that can
      be charged shall be deemed to refer to such applicable law as so amended to allow the greater amount or rate of interest.

    

    

    The right to accelerate maturity of any Security does not include the right to accelerate any interest which has not otherwise accrued to the date of
      such acceleration, provided, however, that the foregoing shall not prohibit the continuing accrual after acceleration of interest in accordance with the terms of the Indenture and such Security.

    

    

    SECTION 114.  Legal Holidays.

    

    

    In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
      (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
      (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or
      at the Stated Maturity, provided that payment on such succeeding Business Day shall not include interest accrued for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity,
      as the case may be.

    

    

    
      

      12

      
        


      

    

    ARTICLE TWO.

    Security Forms.

    

    

    SECTION 201.  Forms Generally.

    

    

    The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
      to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or
      other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or any applicable rule or regulation promulgated thereunder, with the rules of any securities exchange or as may,
      consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.  If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an
      appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and
      delivery of such Securities.

    

    

    The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
      by the officers executing such Securities, as evidenced by their execution of such Securities.

    

    

    SECTION 202.  Form of Face of Security.

    

    

    [If the Security is an Original
        Issue Discount Security, insert --- FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS .........% OF ITS PRINCIPAL AMOUNT,
      THE ISSUE DATE IS ............................., 20...[,] [AND] THE YIELD TO MATURITY IS ..............%[, THE METHOD USED TO DETERMINE THE YIELD IS .................... AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD
      OF ........................, 20.... TO ....................................., 20...... IS ........% OF THE PRINCIPAL AMOUNT OF THIS SECURITY].]

    

    

    
      

      13

      
        


      

    

    EOG RESOURCES, INC.

    

    

    [Insert Title of Securities]

    

    

    
      	
              No.   ...........................

            	
              $................................

            


    

    

    

    EOG Resources, Inc., a corporation 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 .................., or registered assigns, the principal sum of ............ Dollars on ..............................................  [If the Security is to bear interest prior to Maturity, insert - , and to pay interest thereon from ............ or from the
      most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ................. and .................. in each year, commencing ................, at the rate of .............% per annum, until the principal
      hereof is paid or made available for payment [if applicable, insert - , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ...........% per annum on any overdue
      principal and premium and on any overdue installment of interest].  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
      (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be .................... or ..................... (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 (or one
      or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice 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].

    

    

    [If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the
      overdue principal of this Security shall bear interest at the rate of ..........% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date
      payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be payable on demand.  Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ..........% per
      annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be
      payable on demand.]

    

    

    Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this
      Security will be made at the office or agency of the Company maintained for that purpose in Houston, Texas, [if applicable, insert - or at the option of the holder
      hereof, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York,] 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 [if applicable, insert - ;  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].

    

    

    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.

    

    

    
      

      14

      
        


      

    

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

    

    

    Dated:

    

    

    	 	
            EOG RESOURCES, INC.

          
	 	 	 
	 	
            By

          	

          
	 	 	 
	
            Attest:

          	 	 
	

          	 	 
	 	 	 


    

    

    SECTION 203.  Form of Reverse of Security.

    

    

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

    

    

    [If applicable, insert - The Securities of this series are subject to redemption upon not less than 30 days’
      notice by mail, [if applicable, insert -- (1) on ................ in any year commencing with the year ....................... and ending with the year .......... through operation of the sinking fund for
      this series at a Redemption Price equal to ..........% of the principal amount, and (2)] at any time [on or after ............., 20 .... ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as
      percentages of the principal amount): If redeemed [on or before ......................., .....%, and if redeemed] during the 12-month period beginning ........................ of the years indicated,

    

    

    	
             

            Year

          	
            Redemption Price

          	
            Year

          	
            Redemption Price

          
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    

    and thereafter at a Redemption Price equal to ..........% of the principal amount, together in the case of any such redemption [if
        applicable, insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
      Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

    

    

    
      

      15

      
        


      

    

    [If applicable, insert - The Securities of this series are subject to redemption upon not less than 30 days’
      notice by mail, (1) on ............ in any year commencing with the year .......... and ending with the year .......... through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking
      fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ................], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than
      through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ............... of the years indicated,

    

    

    

    

    	
            Year

          	
            Redemption Price For Redemption

            Through Operation of the Sinking

            Fund

          	
            Redemption Price For Redemption

            Otherwise Than Through Operation

            of the Sinking Fund

          
	 	 	 
	 	 	 
	 	 	 


    

    

    

    

    and thereafter at a Redemption Price equal to ..........% of the principal amount, together in the case of any such redemption (whether through operation of the sinking
      fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of
      record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

    

    

    [if applicable, insert - Notwithstanding the foregoing, the Company may not, prior to ..............., redeem
      any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the
      Company (calculated in accordance with generally accepted financial practice) of less than .......% per annum.]

    

    

    [If applicable, insert - The sinking fund for this series provides for the redemption on
      ........................ in each year beginning with the year ........... and ending with the year ............. of [not less than] $............. [(“mandatory sinking fund”) and not more than $.................] aggregate principal amount of
      Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in
      the [describe order] order in which they become due].]

    

    

    
      

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    [If the Security is subject to redemption, insert - 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.]

    

    

    [If the Security is not an Original
        Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the
      effect provided in the Indenture.]

    

    

    If the Security is an Original
        Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with
      the effect provided in the Indenture.  Such amount shall be equal to - insert formula for determining the amount.  Upon payment of (i) the amount of principal so declared due and payable and (ii) interest on
      any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the
      Securities of this series shall terminate.]

    

    

    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 more than 50% 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.

    

    

    The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Security upon compliance by the Company
      with certain conditions set forth therein, which provisions apply to this Security.

    

    

    No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the
      right of the Holder, which is absolute and unconditional, to receive payment of principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of the
      Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference.

    

    

    
      

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    As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security
      Register, upon surrender of this Security for registration of transfer at the 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, 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 $.......... and any integral multiple 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 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 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.

    

    

    This Security is subordinated in right of payment to the Senior Indebtedness as more fully provided in Article Fourteen of the Indenture.

    

    

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

    

    

    SECTION 204.  Form of Legend for Global Securities.

    

    

    Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

    

    

    “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a
      nominee of a Depository.  This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other
      than a transfer of this Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee of the Depository to a
      successor Depository or a nominee of such successor Depository) may be registered except in such limited circumstances.”

    

    

    
      

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    SECTION 205.  Form of Trustee’s Certificate of Authentication.

    

    

    The Trustee’s certificates of authentication shall be in substantially the following form:

    

    

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

    

    

    	 	
            Computershare Trust Company, N.A., as Trustee

          
	 	 	 
	 	
            By

          	 
	 	 	
            Authorized Signatory

          


    

    

    ARTICLE THREE.

    The Securities.

    

    

    SECTION 301.  Amount Unlimited; Issuable in Series.

    

    

    The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

    

    

    The Securities may be issued in one or more series.  There shall be established in or pursuant to a Board Resolution and set forth in an Officers’
      Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

    

    

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

    

    

    (2)          any limit upon the aggregate principal
        amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the
        series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

    

    

    (3)          the Person to whom any interest on a
        Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

    

    

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

    

    

    (5)          the rate or rates (which may be fixed or
        variable), or the method by which such rate or rates shall be determined, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be
        determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;

    

    

    
      

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    (6)          the place or places where the principal
        of and any premium and interest on Securities of the series shall be payable;

    

    

    (7)          the period or periods within which, the
        price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;

    

    

    (8)          the obligation, if any, and the option,
        if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the
        terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation or option;

    

    

    (9)          if other than denominations of $ 2,000
        and any integral multiple of $1,000, the denominations in which Securities of the series shall be issuable;

    

    

    (10)          the currency, currencies or currency
        units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency
        of the United States of America for purposes of the definition of “Outstanding” in Section 101;

    

    

    (11)          if the amount of payments of principal
        of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;

    

    

    (12)          If the principal of or any premium or
        interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency,
        currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which
        such election is to be made;

    

    

    (13)          if other than the principal amount
        thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504 or the method by
        which such portion shall be determined;

    

    

    (14)          any trustees, paying agents, transfer
        agents or registrars with respect to Securities of such series;

    

    

    
      

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    (15)          whether the Securities of the series
        shall be issued upon original issuance in whole or in part in the form of one or more Global Securities and, in such case, (a) the Depository with respect to such Global Security or Securities, which Depository at the time of designation and at all
        times while it serves as Depository shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended; and (b) the circumstances under which any such Global Security may be exchanged for Securities registered in the name
        of, and any transfer of such Global Security may be registered to, a Person other than such Depository or its nominee, if other than as set forth in Section 305;

    

    

    (16)          any addition to or change in the
        covenants set forth in Article Fourteen which applies to Securities of the series or in any defined term used in Article Fourteen; and

    

    

    (17)          any other terms of the series (which
        terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

    

    

    All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the
      Board Resolution referred to above and set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.

    

    

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

    

    

    SECTION 302.  Denominations.

    

    

    The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section
      301. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000.

    

    

    SECTION 303.  Execution, Authentication, Delivery and Dating.

    

    

    The Securities of each series shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, its President or one
      of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the Securities may be manual or facsimile.

    

    

    Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
      notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

    

    

    At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the
      Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities.

    

    

    
      

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    Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
      it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such
      series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

    

    

    Each Security shall be dated the date of its authentication.

    

    

    No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless








      there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that
      such Security has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
      Security to the Trustee for cancellation as provided in Section 309, together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and
      sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

    

    

    SECTION 304.  Temporary Securities.

    

    

    Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and
      deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive securities in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such securities.

    

    

    If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. 
      After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of
      the Company in a Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in
      exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.  Until so exchanged the temporary Securities of any series shall in all respects be entitled
      to the same benefits under this Indenture as definitive Securities of such series.

    

    

    
      

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    SECTION 305.  Registration, Registration of Transfer and Exchange.

    

    

    The Company shall cause to be kept a register for each series of Securities (the registers so maintained being herein sometimes collectively referred to
      as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.  The “Security Registrar” for the purpose of registering
      Securities and transfers of Securities as herein provided shall be either the Company or such other Person as the Company may appoint, including the Trustee.

    

    

    In no case shall there be more than one Security Register for a series of Securities.  If the Trustee shall at any time not be authorized to keep and
      maintain the Security Register with respect to any series of Securities, the Trustee shall have the right to inspect the Security Register for such series of Securities at all reasonable times and to rely conclusively upon a certificate of the Person
      in charge of such Security Register as to the names and addresses of the Holders of the Securities and the principal amounts and numbers of such Securities so held.

    

    

    Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company
      shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount.

    

    

    At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a
      like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
      the Securities which the Holder making the exchange is entitled to receive.

    

    

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

    

    

    Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be
      duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

    

    

    No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

    

    

    The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of
      business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or
      exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

    

    

    
      

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    Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any Global Security shall be exchangeable pursuant to this
      Section 305 for Securities registered in the names of, and a transfer of a Global Security of any series may be registered to, any Person other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that
      it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to
      the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of
      time, or both, would constitute an Event of Default with respect to the Securities of such series.  Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of
      the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be exchanged for Securities registered in the names of, and the transfer of such Global Security may be
      registered to, such Persons (including Persons other than the Depository with respect to such series and its nominees) as such Depository shall direct.  Notwithstanding any other provision of this Indenture, any Security authenticated and delivered
      upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and bear the legend specified in Section 204 except for any Security authenticated and delivered in exchange for, or upon
      registration of transfer of, a Global Security pursuant to the preceding sentence.

    

    

    SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

    

    

    If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
      new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

    

    

    If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii)
      such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the
      Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
      outstanding.

    

    

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

    

    

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

    

    

    
      

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    Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original
      additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
      all other Securities of that series duly issued hereunder.

    

    

    The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
      payment of mutilated, destroyed, lost or stolen Securities.

    

    

    SECTION 307.  Payment of Interest; Interest Rights Preserved.

    

    

    Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is
      punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

    

    

    Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
      “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in
      Clause (1) or (2) below:

    

    

    (1)          The Company may elect to make payment of
        any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
        be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall
        deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
        such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
        shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of
        such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of
        Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so
        mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be
        payable pursuant to the following Clause (2).

    

    

    
      

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    (2)          The Company may make payment of any
        Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if,
        after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

    

    

    Unless otherwise specified pursuant to Section 301, at the option of the Company, interest on the Securities of any series that bears interest may be
      paid by mailing a check to the address of any Holder as such address shall appear in the Securities Register.

    

    

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

    

    

    SECTION 308.  Persons Deemed Owners.

    

    

    Prior to due presentment of a 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 such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever,
      whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

    

    

    Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or
      the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depository or impair, as between a Depository and holders of beneficial interests in any Global Security, the operation of customary practices
      governing the exercise of the rights of the Depository (or its nominee) as Holder of such Global Security.

    

    

    SECTION 309.  Cancellation.

    

    

    All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if
      surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.  The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
      which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and
      sold, and all Securities so delivered shall be promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this
      Indenture.  All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

    

    

    
      

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    SECTION 310.  Computation of Interest.

    

    

    Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on
      the basis of a 360-day year of twelve 30-day months.

    

    

    ARTICLE FOUR.

    Satisfaction and Discharge.

    

    

    SECTION 401.  Satisfaction and Discharge of Indenture.

    

    

    With respect to any series of Securities, if at any time (a) the Company shall have paid or caused to be paid the principal of and any premium and
      interest on all the Securities of such series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of such series theretofore
      authenticated (other than any Securities of such series which shall have been apparently destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 306) or (c) the Company and the Trustee shall have entered into an
      agreement in form and substance satisfactory to the Company and the Trustee providing for the creation of an escrow fund and the Company shall have irrevocably deposited or caused to be so deposited in trust with the Trustee, as escrow agent of said
      fund, sufficient funds in cash and/or Eligible Obligations and/or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times, as will be sufficient without consideration of any reinvestment of such interest,
      and as further expressed in the opinion of a nationally recognized firm of independent public accountants in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay at the Stated Maturity or Redemption
      Date all such Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and any premium and interest to the Stated Maturity or Redemption Date, and if the Company shall also pay or cause to be paid all
      other sums payable hereunder by the Company then this Indenture shall cease to be of further effect with respect to the Securities of such series (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated,
      defaced, or apparently destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive payments of principal thereof (and premium, if any) and interest thereon and remaining obligations to make
      mandatory sinking fund payments, (iv) the rights, remaining obligations, if any, and immunities of the Trustee hereunder and (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited
      with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging
      satisfaction of and discharging this Indenture with respect to the Securities of such series and the provisions of Article Fourteen shall thereafter cease to be effective.  In the event Eligible Obligations are to be deposited with the Trustee
      pursuant to this Section, the Opinion of Counsel to be delivered hereunder shall state substantially to the effect that neither the Trustee nor any trust fund deposit created pursuant to this Section will be required to be registered under the
      Investment Company Act of 1940, as amended.  The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered
      by the Trustee in connection with this Indenture or the Securities of such series.

    

    

    
      

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    Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series, the obligations of the Company to the
      Trustee under Section 607 and, if funds shall have been deposited with the Trustee pursuant to subclause (c) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

    

    

    SECTION 402.  Application of Trust Money.

    

    

    Subject to provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and
      applied by it, in accordance with the provisions of the Securities of the relevant series and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
      determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee, which funds need not be segregated except to the extent required by law.  Money so held in
      trust shall not be subject to the provisions of Article Fourteen, provided that the applicable conditions of Section 1404 have been satisfied.

    

    

    ARTICLE FIVE.

    Remedies.

    

    

    SECTION 501.  Events of Default.

    

    

    “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such
      Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) which shall
      have occurred and is continuing:

    

    

    (1)          default in the payment of any interest
        upon any Security of that series when such interest becomes due and payable or default in the payment of any mandatory sinking fund payment provided for by the terms of any series of Securities, and continuance of such default for a period of 30
        days (whether or not such payment is prohibited by the provisions of Article Fourteen); or

    

    

    (2)          default in the payment of the principal
        of (or premium, if any, on) any Security of that series at its Maturity (whether or not such payment is prohibited by the provisions of Article Fourteen); or

    

    

    (3)          default in the performance, or breach,
        of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty 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 one or more series of Securities other than that series), and continuance of such default or breach for a period of 60 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 Securities 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

    

    

    
      

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    (4)          without petition, approval or consent of
        the Company, a period of 60 days shall have elapsed after

    

    

    (a)          

    the entry of an order for relief under the Federal Bankruptcy Act by a court of competent jurisdiction; or

    

    

    (b)

    

    the entry by a court of competent jurisdiction of an order granting relief under any applicable bankruptcy,
        insolvency or other similar law or statute of the United States of America or any State thereof; or

    

    

    (c)          

    the appointment by such a court of a trustee, custodian, receiver or other similar official of the Company or of all or any substantial part of its property upon the
      application of any creditor in any insolvency or bankruptcy proceeding or other creditor’s suit;

    

    

    but such period of 60 days shall not include any period during which any such decree or order shall be stayed upon appeal or otherwise; or

    

    

    (5)          the filing by the Company of, or
        consenting or acquiescing by the Company to a petition seeking an order for relief under the Federal Bankruptcy Act or the making by it of an assignment for the benefit of creditors or the consenting by it to, or failure by it to contest, the
        appointment of a custodian or receiver of all or any substantial part of the property of the Company; or the filing by the Company of a petition or answer seeking, consenting to or acquiescing in the granting of relief under any other applicable
        bankruptcy, insolvency or other similar law or statute of the United States of America or any State thereof; or

    

    

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

    

    

    Subject to the provisions of Section 601, the Trustee shall not be charged with or be deemed to have knowledge of any default or Event of Default, except
      for Events of Default specified in clause (1) or (2) of this Section 501, until a Responsible Officer has actual notice thereof or until a written notice of any such event is received by the Trustee at the Corporate Trust Office, Attention: Vice
      President, Corporate Trust and such notice refers to the Securities generally, the Company or the Indenture.

    

    

    
      

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    SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

    

    

    If an Event of Default described in clause (1), (2) or (6) of Section 501 with respect to Securities of any series at the time Outstanding has occurred,
      then in every such case, during the continuance of any such Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of
      that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company
      (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable.  If an Event of Default described in clause (3), (4) or (5) of Section 501 occurs
      and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of all the Securities then Outstanding may declare the principal amount (or, if any such Securities are Original issue Discount Securities,
      such portion of the principal amount as may be specified in the terms of that series) of all of the Securities 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 amount (or specified portion thereof) shall become immediately due and payable.

    

    

    At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and
      before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series (or of all series, as the
      case may be), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

    

    

    (1)          the Company has paid or deposited with
        the Trustee a sum sufficient to pay

    

    

    (A)          

    all overdue interest on all Securities of that series (or of all series, as the case may be),

    

    

    (B)          

    the principal of (and premium, if any, on) any Securities of that series (or of all series, as the case may be)
        which has become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

    

    

    (C)          

    to the extent that payment of such interest is legally enforceable, interest upon overdue interest at the rate
        or rates prescribed therefor in such Securities, and

    

    

    (D)          

    all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel;

    

    

    and

    

    

    (2)          all Events of Default with respect to
        Securities of that series (or of all series, as the case may be), other than the non-payment of the principal of Securities of that series (or of all series, as the case may be), which have become due solely by such declaration of acceleration,
        have been cured or waived as provided in Section 513.

    

    

    No such rescission shall affect any subsequent default or impair any right consequent thereon.

    

    

    
      

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    SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

    

    

    The Company covenants that if

    

    

    (1)          default is made in the payment of any
        interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days (whether or not such payment is prohibited by the provisions of Article Fourteen), or

    

    

    (2)          default is made in the payment of the
        principal of (or premium, if any, on) any Security at the Maturity thereof (whether or not such payment is prohibited by the provisions of Article Fourteen),

    

    

    the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for
      principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such
      Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

    

    

    If an Event of Default with respect to Securities of any series (or of all series, as the case may be) occurs and is continuing, the Trustee may in its
      discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series (or of all series, as the case may be) by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
      enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

    

    

    SECTION 504.  Trustee May File Proofs of Claim.

    

    

    In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding
      relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
      Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.  In particular, the Trustee shall be authorized to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing
      and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
      of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
      assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

    

    

    
      

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    No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
      reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

    

    

    SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

    

    

    All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the
      payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

    

    

    SECTION 506.  Application of Money Collected.

    

    

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

    

    

    FIRST:  To the payment of all amounts due the Trustee under Section 607;

    

    

    SECOND:  Subject to Article Fourteen, to the payment of the amounts then due and unpaid for principal of and any premium and interest
      on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and
      interest, respectively; and

    

    

    THIRD:  The balance, if any, to the Person or Persons entitled thereto.

    

    

    
      

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    SECTION 507.  Limitation on Suits.

    

    

    No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
      the appointment of a receiver or trustee, or for any other remedy hereunder, unless

    

    

    (1)          

    such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
        the Securities of that series;

    

    

    (2)          

    the Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case
        of any Event of Default described in clause (1), (2) or (6) of Section 501, or the Holders of not less than 25% in principal amount of all Outstanding Securities in the case of any Event of Default described in clause (3), (4) or (5) of Section
        501, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

    

    

    (3)          

    such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and
        liabilities to be incurred in compliance with such request;

    

    

    (4)          

    the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to
        institute any such proceeding; and

    

    

    (5)          

    no direction inconsistent with such written request has been given to the Trustee during such 60-day period by
        the Holders of not less than a majority in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1), (2) or (6) of Section 501, or, in the case
        of any Event of Default described in clause (3), (4) or (5) of Section 501, by the Holders of not less than a majority in principal amount of all Outstanding Securities;

    

    

    it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
      Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2) or (6) of Section 501, or of Holders of all Securities in the case of any
      Event of Default described in clause (3), (4) or (5) of Section 501, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for
      the equal and ratable benefit of all Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2) or (6) of Section 501, or of Holders of all Securities in the case of any Event of Default described in
      clause (3), (4) or (5) of Section 501.

    

    

    SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.

    

    

    Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
      payment of the principal of and any premium and (subject to Section 307) any interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for
      the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

    

    

    SECTION 509.  Restoration of Rights and Remedies.

    

    

    If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
      or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and
      respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

    

    

    
      

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    SECTION 510.  Rights and Remedies Cumulative.

    

    

    Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
      Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
      addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.

    

    

    SECTION 511.  Delay or Omission Not Waiver.

    

    

    No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair
      any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may
      be deemed expedient, by the Trustee or by the Holders, as the case may be.

    

    

    SECTION 512.  Control by Holders.

    

    

    With respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series
      shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under clause (1), (2) or (6) of Section
      501, and, with respect to all Securities, the Holders of not less than a majority in principal amount of all Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred on the Trustee, not relating to or arising under clause (1), (2) or (6) of Section 501, provided that in each case

    

    

    (1)          such direction shall not be in conflict
        with any rule of law or with this Indenture, and

    

    

    (2)          the Trustee may take any other action
        deemed proper by the Trustee which is not inconsistent with such direction.

    

    

    
      

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    SECTION 513.  Waiver of Past Defaults.

    

    

    Subject to Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the
      Holders of all the Securities of such series waive any past default described in clause (1), (2) or (6) of Section 501 (or, in the case of a default described in clause (3), (4) or (5) of Section 501, the Holders of not less than a majority in
      principal amount of all Outstanding Securities may waive any such past default), and its consequences, except a default

    

    

    (1)          in respect of the payment of the
        principal of or any premium or interest on any Security, or

    

    

    (2)          in respect of a covenant or provision
        hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

    

    

    Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
      of this Indenture; but no such waiver shaft extend to any subsequent or other default or impair any right consequent thereon.

    

    

    SECTION 514.  Undertaking for Costs.

    

    

    In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
      by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

    

    

    SECTION 515.  Waiver of Stay or Extension Laws.

    

    

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

    

    

    ARTICLE SIX.

    The Trustee.

    

    

    SECTION 601.  Certain Duties and Responsibilities.

    

    

    The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this
      Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
      for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.  Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the
      liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

    

    

    
      

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    SECTION 602.  Notice of Defaults.

    

    

    If a default occurs hereunder with respect to Securities of any series and the Trustee knows of such default, the Trustee shall give the Holders of
      Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that (a) in the case of any default of the character specified in Section 501(3)
      with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof, and (b) except in the case of a default in the payment of the principal of or any premium or interest on any
      Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the Executive Committee or Trust
      Committee of Directors or a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of the Securities of such series.  For the purpose of this Section, the term “default” means
      any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

    

    

    SECTION 603.  Certain Rights of Trustee.

    

    

    Subject to the provisions of Section 601:

    

    

    (a)          

    the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
        certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by
        the proper party or parties;

    

    

    (b)          

    any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request
        or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

    

    

    (c)          

    whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or
        established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

    

    

    (d)          

    the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
        full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

    

    

    (e)          

    the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture
        at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Trustee
        in compliance with such request or direction;

    

    

    
      

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    (f)          

    the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
        certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
        investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or
        attorney;

    

    

    (g)          

    the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
        or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

    

    

    (h)          

    the Trustee shall have no responsibility to determine whether any payments with respect to the Securities are
        in compliance with any applicable usury laws and subsequent revisions, repeals or judicial interpretations thereof.  Notwithstanding any provisions of this Indenture or the Securities, the Trustee and any Paying Agent shall have the right to assume
        that payments with respect to the Securities are in compliance with any applicable usury laws unless and until it shall have received from the Company, in conformity with Sections 102 and 103 of this Indenture, (1) an Opinion of Counsel to the
        effect that, as the result of a final judicial interpretation by a court of competent jurisdiction, any payments with respect to the Securities will exceed the maximum amount allowed by applicable law and that any direction to the Trustee by the
        Company for action under Section 113 of this Indenture is in compliance with all applicable usury laws and the provisions of this Indenture and the Securities and (2) an Officers’ Certificate setting forth the action required to be taken with
        respect to the Securities pursuant to Section 113 of this Indenture, together with any computations or calculations with respect thereof, and stating that such action is in compliance with the provisions of this Indenture and the Securities.

    

    

    SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

    

    

    The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
      Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness.  The Trustee makes no representations as to the legality, validity or sufficiency of this Indenture or of the Securities.  The Trustee or any
      Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

    

    

    SECTION 605.  May Hold Securities.

    

    

    The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or
      any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security
      Registrar or such other agent.

    

    

    
      

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    SECTION 606.  Money Held in Trust.

    

    

    Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee and any Paying
      Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

    

    

    SECTION 607.  Compensation and Reimbursement.

    

    

    The Company agrees

    

    

    (1)          

    to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder
        (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust);

    

    

    (2)          

    except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable
        expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including, without limitation, the reasonable compensation and the expenses and disbursements of its agents and counsel),
        except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

    

    

    (3)          

    to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without
        negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection
        with the exercise or performance of any of its powers or duties hereunder.

    

    

    SECTION 608.  Disqualification; Conflicting Interests.

    

    

    If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
      interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

    

    

    SECTION 609.  Corporate Trustee Required; Eligibility.

    

    

    There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a
      combined capital and surplus of at least $50,000,000 and its Corporate Trust Office in Jacksonville Florida, or New York, New York.  If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said
      supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at
      any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

    

    

    
      

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    SECTION 610.  Resignation and Removal; Appointment of Successor.

    

    

    (a)          No resignation or removal of the Trustee and no appointment
        of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

    

    

    (b)          The Trustee may resign at any time with respect to the
        Securities of one or more series by giving written notice thereof to the Company.  If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such
        notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

    

    

    (c)          The Trustee may be removed at any time with respect to the
        Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

    

    

    (d)          If at any time:

    

    

    (1)          

    the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any
        Holder who has been a bona fide Holder of a Security of the applicable series for at least six months, or

    

    

    (2)          

    the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request
        therefor by the Company or by any such Holder, or

    

    

    (3)          

    the Trustee shall become incapable of acting with respect to any series of Securities or shall be adjudged a
        bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

    

    

    then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to any one or more of such series of Securities, or (ii) subject to
      Section 514, any Holder who has been a bona fide Holder of a Security of that series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and
      the appointment of a successor Trustee or Trustees with respect to Securities of that series.

    

    

    (e)          If the Trustee shall resign, be removed or become incapable
        of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Outstanding Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect
        to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect,
        to the Securities of any particular series) and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect
        to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
        forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
        by the Company.  If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611 within such time period, any Holder who
        has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to
        the Securities of such series.

    

    

    
      

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    (f)          The Company shall give notice of each resignation and each
        removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106.  Each
        notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

    

    

    SECTION 611.  Acceptance of Appointment by Successor.

    

    

    (a)          In case of the appointment hereunder of a successor Trustee
        with respect to all series of Outstanding Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
        resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
        request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall
        duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

    

    

    (b)          In case of the appointment hereunder of a successor Trustee
        with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein
        each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
        retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall
        be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested
        in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
        herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by
        any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
        act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request
        of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series
        to which the appointment of such successor Trustee relates.

    

    

    
      

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    (c)          

    Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and
        certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) and (b) of this Section, as the case may be.

    

    

    (d)          

    No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall
        be qualified and eligible under this Article and the Trust Indenture Act.

    

    

    SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

    

    

    Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall
      be otherwise qualified and eligible under this Article and the Trust Indenture Act, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Securities shall have been authenticated, but
      not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor
      Trustee had itself authenticated such Securities.

    

    

    SECTION 613.  Preferential Collection of Claims Against Company.

    

    

    If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the
      provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

    

    

    SECTION 614.  Appointment of Authenticating Agent.

    

    

    The Trustee may, with notice to the Company, appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
      authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated
      shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture to the authentication and delivery of Securities by the
      Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by
      an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,
      authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority.  If such Authenticating Agent publishes reports of
      condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign
      immediately in the manner and with the effect specified in this Section.

    

    

    
      

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    Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
      merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

    

    

    An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate
      the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall
      cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage
      prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register.  Any successor Authenticating Agent upon acceptance of its appointment
      hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the
      provisions of this Section.

    

    

    The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee
      shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

    

    

    If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in
      addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

    

    

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

    

    

    	 	 	 
	 	 	
            As Trustee

          
	 	 	 
	 	
            By

          	 
	 	 	
            As Authenticating Agent

          
	 	 	 
	 	
            By

          	 
	 	 	
            As Authorized Officer

          


    

    

    
      

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    ARTICLE SEVEN.

    Holders’ Lists and Reports by Trustee and Company.

    

    

    SECTION 701.  Company to Furnish Trustee Names and
        Addresses of Holders.

    

    

    The Company will, with respect to each series of Securities Outstanding, furnish or cause to be furnished to the Trustee

    

    

    (a)          semi-annually, on dates mutually
        acceptable to the Trustee and the Company, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of such series as of a date mutually acceptable to the Trustee and the Company, and

    

    

    (b)          at such other times as the Trustee may
        request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished (or if any provision of this Indenture or any
        Security require the Trustee to interact with Holders of any Security as of a given date, such list to provide the names and addresses of the Holders as of such date);

    

    

    excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

    

    

    SECTION 702.  Preservation of Information; Communications to Holders.

    

    

    (a)          

    The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders
        contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Paying Agent.  The Trustee may destroy any list furnished to it as provided in
        Section 701 upon receipt of a new list so furnished.

    

    

    (b)          

    The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or
        under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

    

    

    (c)          

    Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither
        the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

    

    

    
      

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    SECTION 703.  Reports by Trustee.

    

    

    (a)          The Trustee shall transmit to Holders such reports
        concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

    

    

    (b)          A copy of each such report shall, at the time of such
        transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities as to which it is Trustee are listed, with the Commission and with the Company.  The Company will notify the Trustee when any Securities are listed
        on any stock exchange.

    

    

    SECTION 704.  Reports by Company.

    

    

    The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries
      thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided, however, that any such information, documents or reports required to be
      filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be filed with the Trustee within 15 days after the same is so required to be filed with the
      Commission.

    

    

    ARTICLE EIGHT.

    Consolidation, Merger and Sale.

    

    

    SECTION 801.  Consolidation, Merger or Sale Permitted Under Certain Conditions.

    

    

    Nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other
      corporation, or the merger into the Company of any other corporation, or the sale by the Company of its property and assets as, or substantially as, an entirety, or otherwise; provided, however, (a) that, in
      case of any such consolidation or merger, the corporation resulting from such consolidation or any corporation other than the Company into which such merger shall be made shall succeed to and be substituted for the Company with the same effect as if
      it had been named herein as the party of the first part hereto and shall become liable and be bound for, and shall expressly assume, by an indenture supplemental hereto in form satisfactory to the Trustee executed and delivered to the Trustee, the
      due and punctual payment of the principal of (and premium, if any) and interest on, all the Securities then Outstanding and the performance and observance of each and every covenant and condition of this Indenture on the part of the Company to be
      performed or observed, and (b) that, as a condition of any such sale of the property and assets of the Company as, or substantially as, an entirety, the corporation to which such property and assets shall be sold shall (i) expressly assume, as a part
      of the purchase price thereof, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance and observance of all the covenants and conditions of this Indenture on the part of the
      Company to be performed or observed, and (ii) simultaneously with the delivery to it of the conveyances or instruments of transfer of such property and assets, execute and deliver to the Trustee an indenture supplemental hereto in form satisfactory
      to the Trustee, whereby such purchasing corporation shall so assume the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities then outstanding and the performance and observance of each and every
      covenant and condition of this Indenture on the part of the Company to be performed or observed, to the same extent that the Company be bound and liable and provided further that no such consolidation,
      merger or sale shall be made if, immediately after such transaction the corporation (whether the Company or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made,
      shall be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company, and (if other than the Company) shall not be a corporation organized under the laws of the
      United States or a State thereof.

    

    

    
      

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    SECTION 802.  Substitution of Successor Corporation for the Company.

    

    

    The Company will not consolidate with any other corporation or permit the Company to be merged into any other corporation, or sell its property and
      assets as, or substantially as, an entirety except upon the terms and conditions set forth in this Article Eight. If at any time there be any consolidation, merger, sale or conveyance of property to which the covenants of this Article Eight are
      applicable, then in any such event the successor corporation will promptly deliver to the Trustee:  (i) an Officers’ Certificate stating that as of the time immediately after the effective date of any such transaction the covenants of the Company
      contained in this Article Eight have been complied with and the successor corporation is not in default under the provisions of this Indenture; and (ii) an Opinion of Counsel stating that in his opinion such covenants have been complied with and that
      any instrument or instruments executed in the performance of such covenants comply with the requirements thereof.  Upon any consolidation or merger, or any sale of the property and assets of the Company as, or substantially as, an entirety in
      accordance with the provisions of this Article Eight, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale shall have been made shall succeed to and be substituted for the Company with
      the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and
      any act or proceeding by any provision of this Indenture required or permitted to be done by any board or officer of the Company may be done with like force and effect by the like board or officer of any
      corporation that shall at the time be the successor of the Company hereunder; and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the person named as the “Company” in the first paragraph of this
      Indenture or any prior successor corporation which shall theretofore have become such in the manner described in Section 801) shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and
      liquidated.

    

    

    SECTION 803.  Opinion of Counsel and Officers’
        Certificate to be given to Trustee.

    

    

    The Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate as conclusive evidence that any such consolidation, merger, sale
      or conveyance and any assumption permitted or required by the terms of this Article Eight comply with the provisions of this Article Eight.

    

    

    
      

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    ARTICLE NINE.

    Supplemental Indentures.

    

    

    SECTION 901.  Supplemental Indentures Without Consent of Holders.

    

    

    Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter
      into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

    

    

    (1)          to evidence the succession of another
        corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

    

    

    (2)          to add to the covenants of the Company
        for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such
        series) or to surrender any right or power herein conferred upon the Company; or

    

    

    (3)          to add any additional Events of Default
        with respect to all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or

    

    

    (4)          to add to or change any of the
        provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
        the issuance of Securities in uncertificated form; or

    

    

    (5)          to add to, change or eliminate any of
        the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created
        prior to the execution of such supplemental indenture entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become
        effective with respect to any such series only when there is no Security of such series Outstanding; or

    

    

    (6)          to secure the Securities; or

    

    

    (7)          to establish the form or terms of
        Securities of any series as permitted by Sections 201 and 301; or

    

    

    (8)          to evidence and provide for the
        acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of
        the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b);

    

    

    
      

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    (9)          to cure any ambiguity, to correct or
        supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that
        such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

    

    

    (10)          to make any changes in Article Fourteen
        that would limit or terminate the benefits applicable to any holder of Senior Indebtedness (or its Representatives) under Article Fourteen.

    

    

    SECTION 902.  Supplemental Indentures with Consent of Holders.

    

    

    With the consent of the Holders of more than 50% in principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of
      said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
      manner or eliminating any of the provisions of this Indenture or of modifying in any manner the right of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture
      shall, without the consent of the Holder of each Outstanding Security affected thereby,

    

    

    (1)          change the Stated Maturity of the
        principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an
        Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or change any Place of Payment
        where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
        redemption, on or after the Redemption Date), or

    

    

    (2)          reduce the percentage in principal
        amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or
        certain defaults hereunder and their consequences) provided for in this Indenture, or

    

    

    (3)          modify any of the provisions of this
        Section, Section 513 or Section 1007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby,
        provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section
        1007, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8), or

    

    

    (4)          make any change in Article Fourteen that
        adversely affects the rights of any Holder under Article Fourteen.

    

    

    
      

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    A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has
      expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect
      the rights under this Indenture of the Holders of Securities of any other series.

    

    

    It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall
      be sufficient if such Act shall approve the substance thereof.

    

    

    An amendment under this Section 902 may not make any change that adversely affects the rights under Article Fourteen of any holder of Senior Indebtedness
      then outstanding unless the holders of such Senior Indebtedness (or any group or Representatives thereof authorized to give a consent) consent to such change.

    

    

    SECTION 903.  Execution of Supplemental Indentures.

    

    

    In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the
      trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
      permitted by this Indenture.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise.

    

    

    SECTION 904.  Effect of Supplemental Indentures.

    

    

    Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental
      indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

    

    

    SECTION 905.  Conformity with Trust Indenture Act.

    

    

    Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

    

    

    SECTION 906.  Reference in Securities to Supplemental Indentures.

    

    

    Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if
      required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the
      Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities of such series.

    

    

    
      

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    ARTICLE TEN.

    Covenants.

    

    

    SECTION 1001.  Payment of Principal, Premium and Interest.

    

    

    The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of
      and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

    

    

    SECTION 1002.  Maintenance of Office or Agency.

    

    

    The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or
      surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. 
      The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the
      Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
      surrenders, notices and demands.

    

    

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

    

    

    SECTION 1003.  Money for Securities Payments to Be Held in Trust.

    

    

    If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
      principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such
      sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

    

    

    Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any
      premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium and interest so becoming due, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying
      Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

    

    

    
      

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    The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which
      such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any
      default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in
      trust by such Paying Agent for payment in respect of the Securities of that series.

    

    

    The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
      Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;
      and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

    

    

    Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or
      interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
      from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
      liability of the Company as trustee thereof, shall thereupon cease.

    

    

    SECTION 1004.  Corporate Existence.

    

    

    Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
      existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the
      preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

    

    

    SECTION 1005.  Maintenance of Properties.

    

    

    The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good
      condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors of the
      Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the
      Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Board of Directors of the Company, desirable in the conduct of its business or the business of any Subsidiary and not
      disadvantageous in any material respect to the Holders.

    

    

    
      

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    SECTION 1006.  Payment of Taxes and Other Claims.

    

    

    The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental
      charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or
      discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

    

    

    SECTION 1007.  Waiver of Certain Covenants.

    

    

    The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1002, and 1004 to 1006, inclusive,
      if before the time for such compliance the Holders of more than 50% in principal amount of the Outstanding Securities shall, by Act of such Holders, waive such compliance in such instance with such term, provision or condition.  In the event that
      there shall be included in this Indenture any covenant, other than a covenant to pay principal, premium (if any) and interest, solely for the benefit of one or more, but less than all, series of Securities, then, unless otherwise expressly provided
      with respect to such covenant, the Company may similarly omit in any particular instance to comply with any term, provision or condition of such covenant if before the time for such compliance the holders of more than 50% in principal amount of all
      Outstanding Securities entitled to the benefit of such covenant, by Act of such Holders, waive such compliance in such instance with such term, provision, or condition.  No such waiver contemplated by this Section 1007 shall extend to or affect such
      term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in
      full force and effect.

    

    

    SECTION 1008.  Statement by Officers as to Default.

    

    

    The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’
      Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and, if the Company shall be in default,
      specifying all such defaults and the nature and status thereof of which they may have knowledge.

    

    

    ARTICLE ELEVEN.

    Redemption of Securities.

    

    

    SECTION 1101.  Applicability of Article.

    

    

    Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with
      their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article, subject to Article Fourteen.

    

    

    
      

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    SECTION 1102.  Election to Redeem; Notice to Trustee.

    

    

    The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.  In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the
      Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be
      redeemed.  In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
      Certificate evidencing compliance with such restriction.

    

    

    SECTION 1103.  Selection by Trustee of Securities to Be
        Redeemed.

    

    

    If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be
      redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot or by such other
      method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal
      amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series.  If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular
      Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding
      sentence.

    

    

    The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for
      partial redemption, the principal amount thereof to be redeemed.

    

    

    For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the
      case of any securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

    

    

    
      

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    SECTION 1104.  Notice of Redemption.

    

    

    Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than
      60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

    

    

    All notices of redemption shall state:

    

    

    (1)          the Redemption Date,

    

    

    (2)          the Redemption Price,

    

    

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

    

    

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

    

    

    (5)          the place or places where such
        Securities are to be surrendered for payment of the Redemption Price, and

    

    

    (6)          that the redemption is for a sinking
        fund, if such is the case.

    

    

    Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the
      Trustee in the name and at the expense of the Company, in which event the Company shall provide the Trustee with the information required by clauses (1) through (6) above.

    

    

    SECTION 1105.  Deposit of Redemption Price.

    

    

    Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
      segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be
      redeemed on that date.  The Paying Agent shall provide notice to the Trustee of such deposit.

    

    

    SECTION 1106.  Securities Payable on Redemption Date.

    

    

    Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
      Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for
      redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise
      specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
      of business on the relevant Record Dates according to their terms and the provisions of Section 307.

    

    

    If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear
      interest from the Redemption Date at the rate prescribed therefor in the Security.

    

    

    
      

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    SECTION 1107.  Securities Redeemed in Part.

    

    

    Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company








      or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute,
      and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate
      principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.  If a Global Security is so surrendered, such new Security so issued shall be a new Global Security.

    

    

    ARTICLE TWELVE.

    Sinking Funds.

    

    

    SECTION 1201.  Applicability of Article.

    

    

    The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as
      contemplated by Section 301 for Securities of such series.

    

    

    The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund
      payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of Securities of any series, the cash amount
      of any sinking fund payment may be subject to reduction as provided in Section 1202.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

    

    

    SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

    

    

    The Company (1) may deliver to the Trustee Outstanding Securities of a series (other than any previously called for redemption) theretofore purchased or
      otherwise acquired by the Company and (2) may receive credit for Securities of a series which have been previously delivered to the Trustee by the Company or for Securities of a series which have been redeemed either at the election of the Company
      pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with
      respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so
      credited.  Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment
      shall be reduced accordingly.

    

    

    SECTION 1203.  Redemption of Securities for Sinking Fund.

    

    

    Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’
      Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
      satisfied by delivering and crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted
      optional sinking fund payment with respect to such series, and will deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
      upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104.  Such notice having been duly
      given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

    

    

    
      

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    ARTICLE THIRTEEN.

    Immunity of Incorporators, Stockholders,

    Officers and Directors.

    

    

    SECTION 1301.  Liability Solely Corporate.

    

    

    No recourse shall be had for the payment of the principal of (or premium, if any) or interest on any Securities or any part thereof, or for any claim
      based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, or against any stockholder, officer or director, as such, past,
      present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the
      enforcement of any assessment or penalty or otherwise, it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be insured by,
      any such incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, because
      of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities or to be implicit herefrom or therefrom; and that any such personal
      liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities; provided, however, that nothing
      herein or in the Securities contained shall be taken to prevent recourse to and the enforcement of the liability, if any, of any stockholder or subscriber to capital stock of the Company upon or in respect of shares of capital stock not fully paid
      up.

    

    

    ARTICLE FOURTEEN.

    Subordination.

    

    

    SECTION 1401.  Applicability of Article; Agreement to Subordinate.

    

    

    The provisions of this Article Fourteen shall only be applicable to the Securities of any series (Securities of such series referred to in this Article
      Fourteen as “Subordinated Securities”) designated, pursuant to Section 301, as subordinated to Senior Indebtedness.  Each Holder by accepting a Subordinated Security agrees that (i) the indebtedness evidenced by such Subordinated Security is
      subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen, to the prior payment of all Senior Indebtedness and (ii) the subordination is for the benefit of and enforceable by the holders of Senior
      Indebtedness.  All provisions of this Article Fourteen shall be subject to Section 1412.

    

    

    
      

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    SECTION 1402.  Liquidation, Dissolution, Bankruptcy.

    

    

    Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the
      Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

    

    

    (1)          holders of Senior Indebtedness of the
        Company shall be entitled to receive payment in full in cash of such Senior Indebtedness (including interest (if any), accruing on or after the commencement of such a proceeding, whether or not allowed as a claim against the Company in such
        proceeding) before Holders of Subordinated Securities shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company; and

    

    

    (2)          until the Senior Indebtedness of the
        Company is paid in full, any distribution to which Holders of Subordinated Securities would be entitled but for this Article Fourteen shall be made to holders of Senior Indebtedness of the Company as their interests may appear, except that such
        Holders may receive equity and any debt securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Subordinated Securities of the Company.

    

    

    SECTION 1403.  Default on Senior Indebtedness.

    

    

    The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article Four
      and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article Twelve by the delivery of Subordinated Securities by the Company to the Trustee pursuant
      to Section 1203) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity)
      or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or
      such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment
      from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof
      may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period
      (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a
      “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of
      such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the
      first sentence of this Section 1403), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the
      Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during
      such period. For purposes of this Section 1403, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage
      Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default
      shall have been cured or waived for a period of not less than 90 consecutive days.

    

    

    
      

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    SECTION 1404.  Acceleration of Payment of Debt Securities.

    

    

    If payment of the Subordinated Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of
      the Designated Senior Indebtedness (or their Representatives) of the acceleration.

    

    

    SECTION 1405.  When Distribution Must Be Paid Over.

    

    

    If a distribution is made to Holders of Subordinated Securities that because of this Article Fourteen should not have been made to them, the Holders who
      receive such distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear.

    

    

    SECTION 1406.  Subrogation.

    

    

    After all Senior Indebtedness is paid in full and until the Subordinated Securities are paid in full, Holders thereof shall be subrogated to the rights
      of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article Fourteen to holders of Senior Indebtedness that otherwise would have been made to Holders of Subordinated Securities
      is not, as between the Company and such Holders, a payment by the Company on Senior Indebtedness.

    

    

    
      

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    SECTION 1407.  Relative Rights.

    

    

    This Article Fourteen defines the relative rights of Holders of Subordinated Securities and holders of Senior Indebtedness. Nothing in this Indenture
      shall:

    

    

    (a)          impair, as between the Company and Holders of Subordinated
        Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of, and premium, if any, and interest on the Subordinated Securities in accordance with their terms; or

    

    

    (b)          prevent the Trustee or any Holder of Securities from
        exercising its respective available remedies upon an Event of Default, subject to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to Holders of Securities.

    

    

    SECTION 1408.  Subordination May Not Be Impaired by Company.

    

    

    No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Subordinated Securities shall be impaired
      by any act or failure to act by the Company or by its failure to comply with this Indenture.

    

    

    SECTION 1409.  Rights of Trustee and Paying Agent.

    

    

    Notwithstanding Section 1403, the Trustee or any Paying Agent may continue to make payments on Subordinated Securities and shall not be charged with
      knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a responsible officer of the Trustee or such Paying Agent, as applicable, receives
      written notice satisfactory to it that payments may not be made under this Article Fourteen. The Company, the Security Registrar, any Paying Agent, a Representative or a holder of Senior Indebtedness may give the notice; provided, however, that, if
      an issue of Senior Indebtedness has a Representative, only the Representative may give the notice.

    

    

    The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Security
      Registrar and any Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Indebtedness that may at any time be held by it, to the same extent as any
      other holder of Senior Indebtedness; and nothing in Article Six shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

    

    

    SECTION 1410.  Distribution or Notice to Representative.

    

    

    Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their
      Representative (if any).

    

    

    SECTION 1411.  Article Fourteen Not to Prevent Defaults or Limit Right to Accelerate.

    

    

    The failure to make a payment pursuant to the Securities by reason of any provision in this Article Fourteen shall not be construed as preventing the
      occurrence of a Default. Nothing in this Article Fourteen shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Subordinated Securities.

    

    

    
      

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    SECTION 1412.  Trust Moneys Not Subordinated.

    

    

    Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article
      Four or Article Six by the Trustee for the payment of principal of, and premium, if any, and interest on, the Subordinated Securities shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth
      in this Article Fourteen, and none of the Holders thereof shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness or any other creditor of the Company.

    

    

    SECTION 1413.  Trustee Entitled to Rely.

    

    

    Upon any payment or distribution pursuant to this Article Fourteen, the Trustee and the Holders shall be entitled to rely upon any order or decree of a
      court of competent jurisdiction in which any proceedings of the nature referred to in Section 1402 are pending, upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to such
      Holders or upon the Representatives for the holders of Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the
      Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the event that the Trustee determines, in good faith, that evidence is required
      with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the
      Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Fourteen, and,
      if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 601 and 603 shall be applicable to all actions or
      omissions of actions by the Trustee pursuant to this Article Fourteen.

    

    

    SECTION 1414.  Trustee to Effectuate Subordination.

    

    

    Each Holder by accepting a Subordinated Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate
      to acknowledge or effectuate the subordination between the Holders of Subordinated Securities and the holders of Senior Indebtedness as provided in this Article Fourteen and appoints the Trustee as attorney-in-fact for any and all such purposes.

    

    

    SECTION 1415.  Trustee Not Fiduciary for Holders of
        Senior Indebtedness.

    

    

    The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall
      mistakenly pay over or distribute to Holders of Subordinated Securities or the Company or any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise.

    

    

    
      

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    SECTION 1416.  Reliance by Holders of Senior Indebtedness on Subordination Provisions.

    

    

    Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an
      inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior
      Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

    

    

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

    

    

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

    

    

    	 	
            EOG Resources, Inc.

          
	 	 	 
	 	
            By

          	 
	 	
            Name:

          	 
	 	
            Title:

          	 
	 	 	 
	 	
            COMPUTERSHARE TRUST COMPANY, N.A.,

            Trustee

          
	 	 	 
	 	
            By

          	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    

    

  

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