Form of Subordinated Debt Securities Indenture



 Exhibit 4.3 
 THE BOEING COMPANY 
 TO 
 [                                       
      ] 
 TRUSTEE 
 SUBORDINATED 
 INDENTURE 
 DATED AS OF [        ], [        ] 
 PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES 








			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310(a)(1)
	  	 609

	       (a)(2)
	  	 609

	       (a)(3)
	  	 Not Applicable

	       (a)(4)
	  	 Not Applicable

	       (a)(5)
	  	 609

	       (b)
	  	 609, 610

	 311(a)
	  	 613

	       (b)
	  	 613

	 312(a)
	  	 701, 702(a)

	       (b)
	  	 702(b)

	       (c)
	  	 702

	 313(a)
	  	 703

	       (b)
	  	 703

	       (c)
	  	 703

	       (d)
	  	 703

	 314(a)
	  	 704, 1010

	       (b)
	  	 Not Applicable

	       (c)(1)
	  	 102

	       (c)(2)
	  	 102

	       (c)(3)
	  	 Not Applicable

	       (d)
	  	 Not Applicable

	       (e)
	  	 Not Applicable

	 315(a)
	  	 102

	       (b)
	  	 602

	       (c)
	  	 601(b)

	       (d)
	  	 601(c)

	       (d)(1)
	  	 601(a)(1)

	       (d)(2)
	  	 601(c)(2)

	       (d)(3)
	  	 601(c)(3)

	       (e)
	  	 514

	 316(a)(1)(A)
	  	 502, 512

	       (a)(1)(B)
	  	 513

	       (a)(2)
	  	 Not Applicable

	       (b)
	  	 508

	       (c)
	  	 1301

	 317(a)(1)
	  	 503

	       (a)(2)
	  	 504

	       (b)
	  	 1003

	 318(a)
	  	 108


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








 TABLE OF CONTENTS 
  


					
	 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	  	9
	 SECTION 104.
	  	ACTS OF HOLDERS	  	10
	 SECTION 105.
	  	NOTICES, ETC., TO TRUSTEE AND COMPANY	  	11
	 SECTION 106.
	  	NOTICE TO HOLDERS OF SECURITIES; WAIVER	  	12
	 SECTION 107.
	  	LANGUAGE OF NOTICES, ETC	  	13
	 SECTION 108.
	  	CONFLICT WITH TRUST INDENTURE ACT	  	13
	 SECTION 109.
	  	EFFECT OF HEADINGS AND TABLE OF CONTENTS	  	13
	 SECTION 110.
	  	SUCCESSORS AND ASSIGNS	  	13
	 SECTION 111.
	  	SEPARABILITY CLAUSE	  	13
	 SECTION 112.
	  	BENEFITS OF INDENTURE	  	13
	 SECTION 113.
	  	GOVERNING LAW	  	13
	 SECTION 114.
	  	LEGAL HOLIDAYS	  	14
	 SECTION 115.
	  	APPOINTMENT FOR SERVICE	  	14
		
	 ARTICLE TWO SECURITY FORMS
	  	14
	 SECTION 201.
	  	FORMS GENERALLY	  	14
	 SECTION 202.
	  	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	  	15
	 SECTION 203.
	  	SECURITIES IN GLOBAL FORM	  	15
		
	 ARTICLE THREE THE SECURITIES
	  	16
	 SECTION 301.
	  	AMOUNT UNLIMITED; ISSUABLE IN SERIES	  	16
	 SECTION 302.
	  	DENOMINATIONS	  	20
	 SECTION 303.
	  	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	  	20
	 SECTION 304.
	  	TEMPORARY SECURITIES AND EXCHANGE OF SECURITIES	  	23
	 SECTION 305.
	  	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE	  	25
	 SECTION 306.
	  	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	  	28
	 SECTION 307.
	  	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED; OPTIONAL INTEREST RESET	  	29
	 SECTION 308.
	  	PERSONS DEEMED OWNERS	  	31
	 SECTION 309.
	  	CANCELLATION	  	32
	 SECTION 310.
	  	COMPUTATION OF INTEREST	  	32
	 SECTION 311.
	  	FORM OF CERTIFICATION BY A PERSON ENTITLED TO RECEIVE A BEARER SECURITY	  	32
	 SECTION 312.
	  	OPTIONAL EXTENSION OF MATURITY	  	33

  

 i 









					
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	34
	 SECTION 401.
	  	SATISFACTION AND DISCHARGE OF INDENTURE	  	34
	 SECTION 402.
	  	APPLICATION OF TRUST MONEY	  	35
	 SECTION 403.
	  	SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY SERIES	  	36
		
	 ARTICLE FIVE REMEDIES
	  	38
	 SECTION 501.
	  	EVENTS OF DEFAULT	  	38
	 SECTION 502.
	  	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	  	39
	 SECTION 503.
	  	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	  	40
	 SECTION 504.
	  	TRUSTEE MAY FILE PROOFS OF CLAIM	  	41
	 SECTION 505.
	  	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS	  	42
	 SECTION 506.
	  	APPLICATION OF MONEY COLLECTED	  	42
	 SECTION 507.
	  	LIMITATION ON SUITS	  	43
	 SECTION 508.
	  	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	  	43
	 SECTION 509.
	  	RESTORATION OF RIGHTS AND REMEDIES	  	43
	 SECTION 510.
	  	RIGHTS AND REMEDIES CUMULATIVE	  	44
	 SECTION 511.
	  	DELAY OR OMISSION NOT WAIVER	  	44
	 SECTION 512.
	  	CONTROL BY HOLDERS OF SECURITIES	  	44
	 SECTION 513.
	  	WAIVER OF PAST DEFAULTS	  	44
	 SECTION 514.
	  	UNDERTAKING FOR COSTS	  	45
	 SECTION 515.
	  	WAIVER OF STAY OR EXTENSION LAWS	  	45
		
	 ARTICLE SIX THE TRUSTEE
	  	46
	 SECTION 601.
	  	CERTAIN DUTIES AND RESPONSIBILITIES	  	46
	 SECTION 602.
	  	NOTICE OF DEFAULTS	  	47
	 SECTION 603.
	  	CERTAIN RIGHTS OF TRUSTEE	  	47
	 SECTION 604.
	  	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	  	48
	 SECTION 605.
	  	MAY HOLD SECURITIES	  	48
	 SECTION 606.
	  	MONEY HELD IN TRUST	  	48
	 SECTION 607.
	  	COMPENSATION AND REIMBURSEMENT	  	49
	 SECTION 608.
	  	TRUSTEE’S LIEN	  	49
	 SECTION 609.
	  	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS	  	49
	 SECTION 610.
	  	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	  	50
	 SECTION 611.
	  	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	  	51
	 SECTION 612.
	  	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	  	52
	 SECTION 613.
	  	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	  	53
	 SECTION 614.
	  	APPOINTMENT OF AUTHENTICATING AGENT	  	53

  

 ii 









					
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	55
	 SECTION 701.
	  	HOLDERS’ LISTS	  	55
	 SECTION 702.
	  	PRESERVATION OF INFORMATION; COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	  	55
	 SECTION 703.
	  	REPORTS BY TRUSTEE TO HOLDERS	  	55
	 SECTION 704.
	  	REPORTS BY COMPANY	  	56
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	56
	 SECTION 801.
	  	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	  	56
	 SECTION 802.
	  	SUCCESSOR CORPORATION SUBSTITUTED	  	57
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	57
	 SECTION 901.
	  	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	  	57
	 SECTION 902.
	  	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	  	59
	 SECTION 903.
	  	EXECUTION OF SUPPLEMENTAL INDENTURES	  	60
	 SECTION 904.
	  	EFFECT OF SUPPLEMENTAL INDENTURES	  	60
	 SECTION 905.
	  	CONFORMITY WITH TRUST INDENTURE ACT	  	60
	 SECTION 906.
	  	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	  	60
		
	 ARTICLE TEN COVENANTS
	  	61
	 SECTION 1001.
	  	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	  	61
	 SECTION 1002.
	  	MAINTENANCE OF OFFICE OR AGENCY	  	61
	 SECTION 1003.
	  	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST	  	62
	 SECTION 1004.
	  	ADDITIONAL AMOUNTS	  	63
	 SECTION 1005.
	  	CORPORATE EXISTENCE	  	64
	 SECTION 1006.
	  	PAYMENT OF TAXES AND OTHER CLAIMS	  	64
	 SECTION 1007.
	  	STATEMENT AS TO COMPLIANCE	  	65
	 SECTION 1008.
	  	WAIVER OF CERTAIN COVENANTS	  	65
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	65
	 SECTION 1101.
	  	APPLICABILITY OF ARTICLE	  	65
	 SECTION 1102.
	  	ELECTION TO REDEEM; NOTICE TO TRUSTEE	  	65
	 SECTION 1103.
	  	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	  	66
	 SECTION 1104.
	  	NOTICE OF REDEMPTION	  	66
	 SECTION 1105.
	  	DEPOSIT OF REDEMPTION PRICE	  	67
	 SECTION 1106.
	  	SECURITIES PAYABLE ON REDEMPTION DATE	  	68
	 SECTION 1107.
	  	SECURITIES REDEEMED IN PART	  	68

  

 iii 









					
	 ARTICLE TWELVE SINKING FUNDS
	  	69
	 SECTION 1201.
	  	APPLICABILITY OF ARTICLE	  	69
	 SECTION 1202.
	  	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	  	69
	 SECTION 1203.
	  	REDEMPTION OF SECURITIES FOR SINKING FUND	  	69
		
	 ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES
	  	70
	 SECTION 1301.
	  	PURPOSES FOR WHICH MEETINGS MAY BE CALLED	  	70
	 SECTION 1302.
	  	CALL, NOTICE AND PLACE OF MEETINGS	  	71
	 SECTION 1303.
	  	PERSONS ENTITLED TO VOTE AT MEETINGS	  	71
	 SECTION 1304.
	  	QUORUM; ACTION	  	71
	 SECTION 1305.
	  	DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS	  	72
	 SECTION 1306.
	  	COUNTING VOTES AND RECORDING ACTION OF MEETINGS	  	73
		
	 ARTICLE FOURTEEN SUBORDINATION
	  	74
	 SECTION 1401.
	  	SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS	  	74
	 SECTION 1402.
	  	EFFECTUATION OF SUBORDINATION BY TRUSTEE	  	77
	 SECTION 1403.
	  	KNOWLEDGE OF TRUSTEE	  	77
	 SECTION 1404.
	  	TRUSTEE’S RELATION TO SENIOR INDEBTEDNESS	  	77
	 SECTION 1405.
	  	RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED	  	78
		
	 ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS
	  	78
	 SECTION 1501.
	  	SECURITIES IN FOREIGN CURRENCIES	  	78
	 SECTION 1502.
	  	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES	  	78
		
	 ARTICLE SIXTEEN REPAYMENT AT THE OPTION OF HOLDERS
	  	79
	 SECTION 1601.
	  	APPLICABILITY OF ARTICLE	  	79

  

 iv 








 SUBORDINATED INDENTURE, dated as of [    ], [    ],
between The Boeing Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having a principal office at 100 North Riverside, Chicago, Illinois 60606-1596, and
[                                    ], as Trustee (herein called the
“Trustee”). 
 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 and subordinated debentures, notes or other evidences of indebtedness (herein
called the “Securities”), unlimited as to principal amount, to be issued in one or more series as in this Indenture provided. 
 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 covenanted and 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 in the United States of America, 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 in the United States of America at the date of such computation; and 
 (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. 
 Certain terms, used principally in Article Six, are defined in that Article.








 “Act”, when used with respect to any Holder of a Security, has the meaning specified in
Section 104. 
 “Additional Amounts” means any additional amounts which are required by a Security or by or pursuant to a
Board Resolution, under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with 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. 
 “Attributable Debt” in respect of any Sale and Lease-Back Transaction means, as of any time of determination, the lesser of (i) the sale
price of the Principal Property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease and
(ii) the total obligation (discounted to present value at the implicit interest factor, determined in accordance with generally accepted financial practice, included in the rental payments of, if such interest factor cannot be readily
determined, at a rate of interest of 10% per annum, compounded semiannually) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and
other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction. 
 “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate one or more series of Securities. 
 “Authorized Newspaper” means a newspaper, in an official language of the country of publication or in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 
 “Bearer Security” means any Security established pursuant to Section 201 which is payable to bearer. 
 “Board of Directors” means either the board of directors of the Company or any duly authorized committee of the officers and/or directors of
the Company appointed by 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, or, to the extent permitted by applicable law and the Company’s by-laws, the Executive Committee of the Board of Directors, and to be in full force and effect on the
date of such certification, and delivered to the Trustee. 
  

 2 








 “Business Day”, when used with respect to a particular location specified in the Securities or
this Indenture, means any day which is not a Saturday or a Sunday or a day on which banking institutions in such location are authorized or obligated by law or regulation to close, except as may otherwise be provided in the form of securities of any
particular series pursuant to the provisions of this Indenture. 
 “Capital Stock” means any and all shares, interest,
participations or other equivalents (however designated) evidencing equity ownership. 
 “Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, 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 Person named as the
“Company” in the first paragraph of this instrument until a successor corporation shall have become such 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 of Directors, its Chief Executive Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

 “Corporate Trust Office” means
[                                         
                                         
  ]. 
 “corporation” includes corporations, associations, companies and business trusts. 
 “coupon” means any interest coupon appertaining to a Bearer Security. 
 “Defaulted Interest” has the meaning specified in Section 307. 
 “Dollar” or “$” or any similar reference shall mean the currency of the United States, except as may otherwise be provided in the
form of Securities of any particular series pursuant to the provisions of this Indenture. 
 “Event of Default” has the meaning
specified in Section 501. 
 “Exchange Date” has the meaning specified in Section 304. 
 “Extension Notice” has the meaning specified in Section 312. 
 “Extension Period” has the meaning specified in Section 312. 
 “Final Maturity” has the meaning specified in Section 312. 
  


 3 








 “Holder”, when used with respect to any Security, means in the case of a Registered Security
the Person in whose name the Security is registered in the Security Register and in the case of a Bearer Security the bearer thereof and, when used with respect to any coupon, means the bearer thereof. 
 “Indenture” means 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 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 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 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, and, when used with respect to a
security which provides for the payment of Additional Amounts, shall include such Additional Amounts as provided in Section 1004. 
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “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, notice of redemption, request for redemption or otherwise. 
 “Officers’
Certificate” means a certificate signed by the Chairman of the Board of Directors, the Chief Executive Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, 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. 
 “Optional Reset Date” has the
meaning specified in Section 307. 
 “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. 
  

 4 








 “Original Stated Maturity” has the meaning specified in Section 312. 
 “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 and any coupons thereto appertaining;
PROVIDED that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture and provision therefor satisfactory to the Trustee has been made; 
 (iii) Securities, except to the extent provided in Section 403, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in such Section; and 
 (iv) 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 proof satisfactory to it 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 are present at a meeting of Holders of Securities for
quorum purposes, the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that
could be declared to be due and payable pursuant to the terms of such Original Issue Discount Security at the time the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in
Section 104(a), and, PROVIDED FURTHER, that Securities owned beneficially by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, 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 such other obligor. 
  

 5 








 “Paying Agent” means any Person, which may include the Company, authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. 
 “Person” means any
individual, corporation, limited liability company, 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 premium, if
any) and interest on the Securities of that series are payable as specified as contemplated by Sections 301 and 1002. 
 “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 or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security or the Security to which the mutilated, destroyed, lost or stolen coupon appertains, as the case may be. 
 “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. 
 “Registered Security” means any Security established pursuant to Section 201 which is registered in the Security Register. 
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 301. 
 “Reset Notice” has the meaning specified in Section 307. 

“Responsible Officer”, when used with respect to the Trustee, means any officer within the Corporate Trust Office (or any successor group of
the Trustee) including any managing director, any vice president, any assistant treasurer, any assistant vice president, any assistant secretary, any other officer or assistant officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Trustee’s Corporate Trust Office because of his knowledge of and familiarity with the particular subject.

 “Security” or “Securities” means any Security or Securities authenticated and delivered under this Indenture.

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

 6 








 “Senior Indebtedness” means all of the indebtedness of, or indebtedness guaranteed by, the
Company for borrowed money (including the principal of, premium, if any, or interest on any such borrowed money and any commitment fees for unborrowed amounts which, if borrowed, would constitute Senior Indebtedness), whether currently outstanding
or hereafter incurred, unless, under the instrument evidencing the same or under which the same is outstanding, it is expressly provided that such indebtedness is subordinate to other indebtedness and obligations of the Company. 
 “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any series 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 or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

 “Subordinated Indebtedness” shall mean the Securities and all other indebtedness of, or guaranteed by, the Company whether or
not outstanding as of the date of this Indenture, which is by its terms made subordinate and junior in right of payment to all Senior Indebtedness. 
 “Subsequent Interest Period” has the meaning specified in Section 307. 
 “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; PROVIDED, HOWEVER, that Boeing Capital Corporation
and its Subsidiaries shall be excluded from the term “Subsidiary” as used solely in Sections 1008 and 1009 and from any calculations performed pursuant thereto. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities
pursuant to the applicable provision of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with
respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
 “Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as
supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be. 
 “United States” means the United States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 
 “United States Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust. 
  

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 “U.S. Depositary” or “Depositary” means, with respect to any Security issuable or
issued in the form of one or more global Securities, the Person designated as U.S. Depository or Depositary by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation, a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, 
 “U.S. Depositary” or “Depositary” shall mean, with respect to any Securities, the qualifying entity which has been appointed with
respect to such Securities. 
 “U.S. Government Obligations” means direct obligations of the United States for the payment of which
its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States 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 (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such U.S. Government Obligations or a specific payment of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such 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 Obligations or the
specific payment of principal of or interest on 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”. 
 “Voting Stock” means stock or the class or classes having general voting power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of any contingency. 
 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 an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

  

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 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 individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any one person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded. 
 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. 
 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 or
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. 
  

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 SECTION 104. ACTS OF HOLDERS. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or by one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may, alternatively,
be embodied in and evidenced by the record of Holders of Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities duly called and held in accordance with the provisions of
Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, 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. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1306.

 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable
manner which the Trustee deems sufficient. 
 (c) The ownership of Registered Securities and the principal amount and serial
numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 
 (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the
Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. 
  

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 (e) The fact and date of execution of any such instrument or writing, the authority of
the Person executing the same and the principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Trustee deems
sufficient; and the Trustee may (but shall not be required to) in any instance require further proof with respect to any of the matters referred to in this Section. 
 (f) If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite percentage of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or
consent by the Holders of Registered Securities on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
 (g) Any request, demand, authorization, direction, notice, consent, election, 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, any
Security Registrar, any Paying Agent 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, election, 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 of a Security 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: Institutional Trust
Services, 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. 
  

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 SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER. 
 Except as otherwise expressly provided herein or in the form of Securities of any particular series pursuant to the provisions of this Indenture, where
this Indenture provides for notice to Holders of Securities of any event, 
 (1) such notice shall be sufficiently given to
Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such Notice; and 
 (2) such notice shall be sufficiently given
to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York, in any other city or cities as may be specified in such Securities, and, if the Securities of such series are then listed on a stock exchange of any
stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee in writing that such exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than
the earliest date and not later than the latest date prescribed for the giving of such notice. 
 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. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency
of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice by publication to Holders of Bearer Securities given as provided above. 
 In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above. 
 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 of Securities 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. 
  

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 SECTION 107. LANGUAGE OF NOTICES, ETC. 
 Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the country of publication. 
 SECTION 108. CONFLICT WITH TRUST INDENTURE
ACT. 
 If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in
this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control. 
 SECTION 109. 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 110. 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 111. SEPARABILITY CLAUSE. 
 In case any provision in this Indenture or the Securities or coupons 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 112. BENEFITS OF INDENTURE. 
 Nothing in this Indenture or the Securities or coupons, express or implied, shall give
to any Person, other than the parties hereto, their successors hereunder and the Holders of Securities and coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 113. GOVERNING LAW. 
 This Indenture and the
Securities and coupons shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto hereby irrevocably submit to the venue and jurisdiction of any New York State or federal court sitting in the Borough
of Manhattan in New York City in any action or proceeding arising out of or relating to this Indenture, the Securities or the coupons and the parties hereby irrevocably agree that all claims in respect of such action or proceeding arising out of or
relating to this Indenture, the Securities or the coupons, shall be heard and determined in such a New York State or federal court. 
  

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 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 or coupons) 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 no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be. 
 SECTION 115. APPOINTMENT FOR SERVICE. 
 By the execution and delivery of this Indenture, the Company hereby appoints the Trustee as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State
court in the Borough of Manhattan, The City of New York, arising out of or relating to the Securities, the coupons or this Indenture. Service of process upon such agent at the office of such agent at 450 W. 33rd Street, New York, NY 10001,
Attention: Institutional Trust Services, and written notice of said service to the Company by the Person serving the same addressed as provided in Section 105 shall be deemed in every respect effective service of process upon the Company in any
such legal action or proceeding, and the Company hereby submits to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or
coupons shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by the Company with the consent of the Trustee and such successor’s acceptance of such appointment. The Company further agrees
to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor. 
 By the execution and delivery of this Indenture, the Trustee hereby agrees to act as such agent and undertakes promptly to notify the Company of receipt
by it of service of process in accordance with this Section. 
 ARTICLE TWO 
 SECURITY FORMS 
 SECTION 201. FORMS GENERALLY. 
 The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global
Securities shall be in the form 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 the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such Securities or coupons, as evidenced by their execution of the Securities or coupons. If the forms of Securities or coupons of any series (or any such temporary global Security) are established by action
taken pursuant to a 

  

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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 or coupons. 
 The Trustee’s certificates of authentication shall be in substantially the form set forth in this Article. 
 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301,
the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. 
 The definitive Securities and
coupons, if any, 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 or coupons.

 SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. 
 The Trustee’s certificate of authentication shall be in substantially the following form: 
 This is one
of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

									
					
		 	 	 		 		 	 
		 	AS TRUSTEE	 	OR	 		 	AS TRUSTEE
					
	By:	 	 	 		 		 	
		 	AS AUTHENTICATING AGENT	 		 		 	
					
	By:	 	 	 		 	By:	 	 
		 	AUTHORIZED OFFICER	 		 		 	AUTHORIZED OFFICER

 SECTION 203. SECURITIES IN GLOBAL FORM. 
 If Securities of a series are issuable in global form, any such Security may provide that it or any number of such Securities shall represent the
aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding
Securities 

  

 15 








 
represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form
shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. 
 The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the
Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of the Securities
represented thereby, together with the written statement contemplated by the last sentence of Section 303. 
 Notwithstanding the
provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.

 Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 301. 
 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, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (14) below), if so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 
 (1) the
title of the Securities of the series (which shall distinguish the Securities of the series from Securities of all 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);

  

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 (3) whether such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with coupons, without coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer
Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa; 
 (4) the Person to whom any interest on any Registered Security of the series shall be payable if other than the Person in whose name that Registered Security (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest and the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable if otherwise than upon presentation and surrender of the coupons appertaining thereto as
they severally mature; 
 (5) the date or dates, or the method or methods, if any, by which such date or dates shall be
determined, on which the principal of such Securities is payable or the manner in which such dates are determined or extended; 
 (6) the rate or rates at which such Securities shall bear interest, if any or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or
methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest
Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving
such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 
 (7) the place or places where the principal of (and premium, if any) and interest on or Additional Amounts, if any, on Securities of the series shall be payable, any of such Securities that are Registered Securities may be surrendered for
registration of transfer, any of such Securities may be surrendered for exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served; the extent to which, or the manner in which, any interest
payment on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid; 
 (8) 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; 
  

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 (9) the obligation, if any, of the Company to redeem or purchase 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 or
purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased; 
 (10) if Bearer Securities of the series are to be issuable, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the
series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date; 
 (11) the denominations in which Registered Securities of the series, if any, shall
be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; 
 (12) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the
series shall be dated if other than the date of original issuance of the first Security of the series to be issued; 
 (13)
the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest on, and Additional Amounts in respect of, the Securities of the series shall be payable (if other than the currency
of the United States of America), and the particular provisions applicable thereto and, if applicable, the amount of Securities of the series which entitles the Holder of a Security of the series or proxy to one vote for purposes of
Section 1305(c); 
 (14) any addition to, or modification or deletion of, any Event of Default or any covenant of the
Company specified herein with respect to the Securities of the series; 
 (15) the terms, if any, upon which Securities of the
series may be convertible into or exchanged for the common stock, preferred stock or other securities of the Company and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange
price or rate, the conversion or exchange period, and any other additional provisions; 
 (16) if the principal of (and
premium, if any) or interest, and Additional Amounts in respect of, if any, on such Securities are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which the
Securities are stated to be payable, the period or periods within which, and the 

  

 18 








 
terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency in which such
Securities are denominated or stated to be payable and the currency in which such Securities or any of them are to be so payable; 
 (17) whether the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to, such Securities may be determined with reference to an index, formula, or other method or methods (which index,
formula or method or methods may be based, without limitation, on one or more currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such shall be determined and paid or
payable; 
 (18) if any such Securities are to be issuable in global form and are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; 
 (19) 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; 
 (20) the application, if any, of
Section 403 to the Securities of the series; 
 (21) if any such Securities are to be issuable in global form, when any
of such Securities are to be issuable in global form and (i) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, and (ii) the name of the Depositary or U.S. Depositary, as the case may be, to any global Security;

 (22) if there is more than one Trustee, the identity of the Trustee, and if not the Trustee, the identity of each Security
Registrar, Paying Agent or Authenticating Agent with respect to such Securities; 
 (23) any additional or different
subordination terms applicable to Securities of the series; and 
 (24) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture). 
 All Securities of any one series and all coupons, if any, appertaining to Bearer
Securities of such series shall be substantially identical except as to currency of payments due thereunder, denomination and the rate or rates of interest, or method of determining the rate of interest, if any, Maturity, and the date from which
interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any indenture or indentures 

  

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supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee upon receipt of a Company Order by the Trustee pursuant to Section 303 on original issue from time to time upon written order of persons designated in the Officers’ Certificate or
supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such
Officers’ Certificate or supplemental indenture. All securities of any one series need not be issued at the same time, and unless otherwise so provided by the Company, a series may be reopened for issuance of additional Securities of such
series or to establish additional terms of such series of Securities. 
 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. 
 All Securities shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to any Securities denominated in Dollars, in the absence of any such provisions, the
Registered Securities, other than Registered Securities issued in global form (which may be of any denomination) shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities, other than the Bearer
Securities issued in global form (which may be of any denomination) shall be issuable in denominations of $5,000. 
 SECTION 303. EXECUTION,
AUTHENTICATION, DELIVERY AND DATING. 
 The Securities shall be executed on behalf of the Company by its Chairman of the Board of
Directors, its Chief Executive Officer 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 or coupons may
be manual or facsimile signatures. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. 
 Securities or coupons 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 or coupons. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupons appertaining thereto, executed by the Company to the Trustee or its designated
agent for authentication by the Trustee, 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; PROVIDED, HOWEVER,
that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection 

  

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with its original issuance only outside the United States and only if the Trustee shall have received from the person entitled to receive such Bearer
Security a certificate in the form required by Section 311, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security or permanent global Security
first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security or permanent global Security and this Indenture. If any Security shall be represented by a permanent global Security, then, for purposes of
this Section and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest
then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, maturity date, date of issuance and date from which interest shall accrue. 
 In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 
 (a) that the form or forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; 
 (b) that the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; 
 (c) that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the
enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; 
 (d) that all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons, and of any
supplemental indentures, if any, have been complied with and that authentication and delivery of the Securities and any coupons and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the
Indenture; 
  

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 (e) that the Company has the corporate power to issue such Securities and any coupons,
and has taken all necessary corporate action with respect to such issuance; and 
 (f) that the issuance of such Securities
and any coupons will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such counsel
by which the Company is bound. 
 Notwithstanding the provisions of Section 301 and of the preceding two paragraphs, if not all the
Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required to be delivered pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. 
 The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as of the date specified as contemplated by Section 301. 
 In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any coupons
appertaining thereto, the Trustee shall also be entitled to receive annually, and shall be fully protected in relying upon, an Officers’ Certificate stating that, to the best knowledge of the Persons executing such certificate, no event which
is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. 
 No Security or coupon appertaining thereto 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 and is entitled to
the benefits of this Indenture. 
 Except as permitted by Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and cancelled. 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. 
  

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 SECTION 304. TEMPORARY SECURITIES AND EXCHANGE OF 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, in registered
form or, if authorized, in bearer form with one or more coupons or without coupons, 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. In the case of Securities of any series, such temporary Securities may be in global form. 
 Except in the case
of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), 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 (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; PROVIDED, HOWEVER,
that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and PROVIDED, FURTHER, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless the Trustee shall
have received from the person entitled to receive the definitive Bearer Security a certificate in the form required by Section 311 and upon which the Trustee may conclusively rely. 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. 
 If temporary Securities of
any series are issued in global form, such temporary global Security shall, unless otherwise provided therein, be delivered to the Depositary or U.S. Depositary with respect thereto, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct). 
 Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of
such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be surrendered by the Depositary or U.S. Depositary to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global 

  

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Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified
by Section 301, and, if any combination thereof is specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary global Security, upon such presentation by the Depositary or U.S.
Depositary, such temporary global Security is accompanied by a written instrument in form satisfactory to the Company, the Trustee and the Security Registrar dated the Exchange Date or a subsequent date and signed by the Depositary or U.S.
Depositary as to the portion of such temporary global Security held for its account then to be exchanged and a written instrument in form satisfactory to the Company, the Trustee and the Security Registrar dated the Exchange Date or a subsequent
date and signed by the Depositary or U.S. Depositary as to the portion of such temporary global Security held for its account then to be exchanged; and PROVIDED, FURTHER, that definitive Bearer Securities shall be delivered in exchange for a portion
of a temporary global Security only in compliance with the requirements of Section 311. 
 Unless otherwise specified in such temporary
global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs the Depositary or U.S. Depositary, as the case may be, to request such exchange on his behalf and delivers to such Depositary or U.S. Depositary, as the case may be, a written instrument in form satisfactory to the Company, the Trustee and
the Security Registrar dated no earlier than 15 days prior to the Exchange Date. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of the Depositary
or U.S. Depositary, as the case may be. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. 
 Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an
Interest Payment Date for Securities occurring prior to the applicable Exchange Date shall be payable to the Depositary or U.S. Depositary, as the case may be, on such Interest Payment Date upon delivery by such Depositary or U.S. Depositary of a
written instrument in form satisfactory to the Company, the Trustee and the Security Registrar, for credit without further interest on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each delivered to the Depositary or U.S. Depositary, as the case may be, a written instrument in form satisfactory to the Company, the Trustee and the Security Registrar. Any
interest so received by the Depositary or U.S. Depositary and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in
accordance with Section 1003. 
  

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 SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. 
 The Company shall cause to be kept at the offices or agencies designated for such purpose pursuant to this Section 305 or Section 1002 a
register or registers (collectively, including all registers of Co-Security Registrars the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. The register for purposes of Registering Securities as provided in this Indenture (the “Security Registrar” and, if more than one shall be appointed, the “Co-Security
Registrars”) shall be appointed as authorized by Board Resolution. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security
Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed Security Registrar. 
 Upon surrender for
registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment maintained for such purpose for such 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 Registered Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 
 At the option of the Holder, Registered Securities of any series may be exchanged for Registered Securities of the same series containing identical terms
and provisions of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered 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. 
 If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series containing identical terms and provisions, of any authorized denominations and
of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of
such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the 

  

 25 








 
United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a
Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed
date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. 
 If expressly provided with respect to the Securities of any series, at the option of the
Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided with respect to such series. 
 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.

 Notwithstanding the foregoing, except as otherwise specified as contemplated in Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global
Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depositary or U.S. Depositary, as the case may be, as the Company’s agent
for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as contemplated in Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof;
PROVIDED, HOWEVER, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption; and PROVIDED, FURTHER, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a
Registered Security is 

  

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issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on
(i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.

 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 Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee 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 Sections 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 of 15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities of that series called for redemption and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and
(B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or
(iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series, PROVIDED that such Registered Security shall be immediately surrendered for
redemption with written instruction for payment consistent with the provisions of this Indenture, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid. 
  

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 SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. 
 If any mutilated Security or a Security with a mutilated coupon appertaining to it 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 containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security. 
 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 or coupon 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 or coupon has been acquired by a bona fide or protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series containing identical terms and
provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains. 
 Notwithstanding the foregoing provisions of this Section 306, in case any mutilated,
destroyed, lost or stolen Security or coupon 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 or coupon; PROVIDED, HOWEVER, that payment of principal of, any
premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency for such Securities located outside the United States and, unless
otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the coupons appertaining thereto. 
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and any such
new Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder. 
  

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 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 or coupons. 
 SECTION 307. PAYMENT OF
INTEREST; INTEREST RIGHTS PRESERVED; OPTIONAL INTEREST RESET. 
 (a) Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, interest on any Registered 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 at the office or agency of the Company maintained for such purpose pursuant to Section 1002; PROVIDED, HOWEVER, that each
installment of interest on any Registered Security may at the Company’s option be paid by mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of
such Person as it appears on the Security Register. Unless otherwise provided as contemplated by Section 301 with respect to the Securities in any series, payment of interest may be made, in the case of a Bearer Security, by transfer to an
account maintained by the payee with a bank located outside the United States. In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place
of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to such Interest
Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture. 
 Any interest on any Registered 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 Registered 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 at least 25 days prior to the date of the proposed payment of the amount of Defaulted Interest proposed to be paid on each
Registered 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 the Record Date for the payment of such 

  

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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 15 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 Registered Securities of such series at the address of such Holder 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 Registered 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). In case a Bearer Security of any series is surrendered
at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the holder of such coupon when due in accordance with the provisions of this Indenture. 
 (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. 
 (b) The provisions of this Section 307(b) may be
made applicable to any series of Securities pursuant to Section 301 (with such modifications, additional or substitutions as may be specified pursuant to such Section 301). The interest rate on any Security of such series may be reset by
the Company on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to a Security by notifying the Trustee of all of the relevant information relating
to such exercise at least 50 but not more than 60 days prior to an Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating
whether the Company has elected to reset the interest rate, and if so (i) such new interest rate and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is
no such next Optional Reset Date, to the Stated Maturity Date of such Security (each such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period. 
  

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 Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may,
at its option, revoke the interest rate provided for in the Reset Notice and establish a higher interest rate for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such
higher interest rate to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate is reset on an Optional Reset Date will bear such higher interest rate. 
 The Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a
price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Sixteen for repayment at the option of
Holders, as such apply to such Security, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date. 
 Subject to the foregoing provisions of this Section and Section 305, 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 Registered 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 Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered 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. 
 Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon 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. 
 None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests in a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
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 any Depositary, as a Holder, with respect to such global Security or impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such global Security. 
  

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 SECTION 309. CANCELLATION. 
 All Securities and coupons 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 the Trustee. 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 all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. 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 and coupons held by the Trustee shall be destroyed, and the Trustee shall promptly deliver a certificate of destruction to the Company unless by a Company Order the Company shall direct that
cancelled Securities be returned to it. 
 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. 
 SECTION 311. FORM OF CERTIFICATION BY A PERSON ENTITLED TO RECEIVE A BEARER SECURITY.

 Whenever any provision of this Indenture or the forms of Security contemplates that certification be given by a Person entitled to
receive a Bearer Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company: 
 [FORM OF CERTIFICATE TO BE GIVEN BY 
 PERSON ENTITLED TO RECEIVE BEARER SECURITY]

 CERTIFICATE 
  
  
 This is to certify that the
above-captioned Security is not being acquired by or on behalf of a United States person, or for offer to resell or for resale to a United States person, or, if a beneficial interest in the Security is being acquired by a United States person, that
such person is a financial institution or is acquiring through a financial institution and that the Security is held by a financial institution that has agreed in writing to comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. If this certificate is being provided by a clearing organization, it is based 

  

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on statements provided to it by its member organizations. As used herein, “United States” means the United States of America (including the States
and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction, and “United States person” means any citizen or resident of the United States, any corporation, partnership or other entity created
or organized in or under the laws of the United States or any political subdivision thereof and any estate or trust the income of which is subject to United States Federal income taxation regardless of its source. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to delivery of any of the above-captioned Securities in bearer form purchased from it; PROVIDED, HOWEVER, that, if the undersigned has actual knowledge that the information
contained in such a certificate is false, the undersigned will not deliver a Security in temporary or definitive bearer form to the person who signed such certificate notwithstanding the delivery of such certificate to the undersigned. 

We undertake to advise you by telex if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities. 
 We understand that this certificate is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any
interested party in such proceedings. 
 Dated:            ,
20         
  

	
	
	  


 SECTION 312. OPTIONAL EXTENSION OF MATURITY. 
 The provisions of this Section 312 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such Security (each
an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the Trustee of such exercise at
least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such (the “Original Stated Maturity”). If the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the Maturity,
(ii) the new Stated Maturity Date, (iii) the interest rate applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice,
the Stated Maturity Date of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Notice.

 Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its
option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest
rate to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate. 
  

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 If the Company extends the Maturity of any Security, the Holder will have the option to elect repayment
of such Security by the Company on the Original Stated Maturity at a price equal to the outstanding principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has
extended the Maturity thereof, the Holder of an Outstanding Security must follow the procedures set forth in Article Sixteen for repayment at the option of Holders, as such applies to the Securities of such series, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Stated Maturity unless the Trustee has previously delivered repayment of such Security to such Holder. 
 ARTICLE FOUR 
 SATISFACTION AND
DISCHARGE 
 SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. 
 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and any right to receive
Additional Amounts, as provided in Section 1004), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either 
 (A) all Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306,
(iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1107, and(iv) Securities and coupons for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

 (B) all such Securities not theretofore delivered to the Trustee for cancellation 
 (i) have become due and payable, or 
  

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

 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 In the event there are
Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) 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 the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 or 403 shall be
held in trust and applied by it, in accordance with the provisions of the Securities, the coupons 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 premium, if any) and interest for whose payment such money has been deposited with the Trustee. 
  

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 SECTION 403. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY SERIES. 
 If this Section 403 is specified, as contemplated by Section 301, to be applicable to Securities of any series, then notwithstanding
Section 401, (i) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series; (ii) the provisions of this Indenture as it relates to such Outstanding Securities
shall no longer be in effect (except as to the rights of Holders of Securities to receive, from the trust fund described in subparagraph (1) below, payment of the principal of (and premium, if any) and any installment of principal of (and
premium, if any) or interest on such Securities on the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on
which such payments are due and payable in accordance with the terms of the Indenture and of such Securities, the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1004 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including those under Section 607 hereof); and (iii) the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when 
 (1) either 
 (A) with respect to all Outstanding Securities of such series, with reference to this Section 403, the Company has deposited or
caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609) irrevocably(but subject to the provisions of Section 402 and the last paragraph of Section 1004), as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, (X) lawful money of the United States in an amount, or (Y) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will provide not later than the opening of business on the due dates of any payment referred to in clause (i) or (ii) of this subparagraph (l)(A) lawful money of the
United States in an amount, or (Z) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge
(i) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of that series on the Stated Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; PROVIDED,
HOWEVER, the Company shall not make or cause to be made the deposit provided for by this subparagraph (A) unless the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that either (i), as a result of such deposit
and the related exercise of the Company’s option under this Section 403, registration will not be required under the Investment Company Act of 1940, as amended, by the Company, the trust funds representing such deposit or the Trustee or
(ii) all necessary registrations under such Investment Company Act of 1940 have been effected; or 
  

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 (B) the Company has properly fulfilled such other means of satisfaction and discharge as
is specified, as contemplated by Section 301, to be applicable to the Securities of such series; 
 (2) the Company has
paid or caused to be paid all other sums payable with respect to the Outstanding Securities of such series; 
 (3) such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
 (4) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect
to the Securities of that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) or event which with the giving of notice or lapse of time, or both, would
become an Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 91st day after such date; 
 (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) since
the date of this Indenture there has been a change in applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; 
 (6) if the Securities of that series are then listed on any national
securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Securities to be delisted; and 
 (7) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with. 
 Any deposits with the Trustee referred to in Section 403(1)(A) above shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory
sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company. 
  

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 Upon the satisfaction of the conditions set forth in this Section 403 with respect to all the
Outstanding Securities of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company; PROVIDED that the
Company shall not be discharged from any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of the
Company under applicable law. 
 Notwithstanding the cessation, termination and discharge of all obligations, covenants and agreements
(except as provided above in this Section 403) of the Company under the Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1004 shall survive with respect to such series of Securities. 
 Each supplemental
indenture with respect to a series of Securities may contain other provisions with respect to the satisfaction, discharge and defeasance of such series, which provisions may be additional to, or in replacement of, the provisions set forth in this
Section 403. 
 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): 
 (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or 
 (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series when it becomes due and payable at Maturity; or 
 (3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; or 
 (4) 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 series of Securities other than that series), and continuance of such default of or breach for a period of 90 days after there has been given, by registered or certified mail, 

  

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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 of that
series 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 
 (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or 
 (6) the commencement by the Company of a voluntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either of the foregoing to the entry of a decree or order for
relief in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding, or the filing by either of the
foregoing of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by either of the foregoing to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of the property of either, or the making by either of the foregoing of an assignment for the benefit of creditors, or the
admission by either of the foregoing in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 
 (7) any other Event of Default provided in a supplemental indenture with respect to Securities of that series or in a Board Resolution
establishing the terms of the Securities of such series in accordance with Section 301 of this Indenture. 
 SECTION 502. ACCELERATION OF MATURITY;
RESCISSION AND ANNULMENT. 
 If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case 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 amount) shall become immediately due and payable. 
  

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 At any time after such a declaration of acceleration with respect to Securities of any series 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, 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, 

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the extent that
payment of such interest is lawful, 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 any other amounts due the Trustee under Section 607; and

 (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such 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. 
 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, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at
the Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on
any 

  

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overdue interest, at the rate or rates borne by or provided for 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 and any other amounts due the Trustee under Section 607. 
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sum so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjusted or
decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 
 If an Event of Default with respect to Securities of any series 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 and any related coupons 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 the pendency 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 or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise, 
 (i) to file and prove a claim for the whole amount of principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 502) (and premium, if any) and any 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 any other amounts due the Trustee under Section 607) and of the Holders of Securities and coupons allowed in such judicial proceeding, and 
 (ii) 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
of Securities and coupons 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 of Securities and coupons, 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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 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder of a Security or coupon any plan or reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder of a Security or coupon in any such proceeding. 
 SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR
COUPONS. 
 All rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or coupons 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 and coupons 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 premium, if any) or any interest, upon presentation of the Securities or coupons, or both, as the case may be, 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; and

 SECOND: To the payment of all Senior Indebtedness if and to the extent required by Article Fourteen or other subordination
provisions applicable with respect to a series of Securities; and 
 THIRD: To the payment of the amounts then due and unpaid
for principal of (and premium, if any) and interest on the Securities and coupons 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 and coupons for principal (and premium, if any) and interest, respectively; and 
 FOURTH: To the
payment of the remainder, if any, to the Company, its successors or assigns or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 
  

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 SECTION 507. LIMITATION ON SUITS. 
 Subject to Section 508, no Holder of any Security of any series or any related coupons 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 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 a majority in principal amount of the Outstanding Securities of that series; 
 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 of such Holders,
or Holders of any other series, 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
of such Holders. 
 SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security or payment of such coupon on the Stated Maturity or Maturities expressed in such Security or coupon (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 of a Security or coupon 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 

  

 43 








 
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 of
Securities and coupons shall, subject to any determination in such proceeding, 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. 
 SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons 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 Security or coupon 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 of Securities or coupons may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons as the case may be. 
 SECTION 512.
CONTROL BY HOLDERS OF SECURITIES. 
 The Holders of a majority in principal amount of the Outstanding Securities of any 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, with respect to the Securities of such series, PROVIDED that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability, or
be unduly prejudicial to Holders not joining therein, and 
 (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction. 
 SECTION 513. WAIVER OF PAST DEFAULTS. 
 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 and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default 
  

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 (1) in the payment of the principal of (or premium, if any) or interest on any Security
of such series, 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 shall extend to any subsequent or other default or impair any right consequent thereon. 
 SECTION 514. UNDERTAKING FOR COSTS. 
 All parties to
this Indenture agree, and each Holder of any Security or coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for 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, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any
suit instituted by any Holder of any Security or coupon for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security or the payment of any coupon on or after the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on or after the Redemption Date) or interest on any overdue principal of any Security. 
 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. 
  

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 ARTICLE SIX 
 THE TRUSTEE 
 SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES. 
 (a) Except during the continuance of an Event of Default with respect to Securities of any series, 
 (1) the Trustee undertakes to perform, with respect to Securities of such series, such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 
 (b) In
case an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, EXCEPT that 
 (1) this subparagraph (c) shall not be construed to limit the effect of subparagraph (a) of this Section; 
 (2) the Trustee shall not be liable for any error or judgment made in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and(4)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. 
 (d) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
  

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 SECTION 602. NOTICE OF DEFAULTS. 
 Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports
pursuant to Section 703, notice of all defaults hereunder known to the Trustee, unless such default shall have been cured or waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment of the principal of (or premium, if
any) 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 a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of Securities and coupons of such series; and PROVIDED,
FURTHER, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. 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, coupon, 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 of Securities of any series or any related coupons 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 it 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, coupon, 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 deem 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 not be charged with knowledge of any Event of Default with respect to the Securities of any series for which it is
acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or
(2) written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor on such Securities or by any Holder of such 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) and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons. 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, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons
and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 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 shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

  

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 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 an 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 the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursements or advance
as may be attributable to its negligence or bad faith; and 
 (3) to indemnify the Trustee (which for purposes of this
Section 607(3) shall include its officers, directors, employees and agents) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith 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. 

The provisions of this Section 607 shall survive the termination of this Indenture or the resignation or removal of the Trustee. The obligations
of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness. 
 SECTION 608. TRUSTEE’S LIEN. 
 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture. 
 SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS. 
 There shall at all
times be a Trustee hereunder which shall 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 exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time 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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 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, Section 310(b) of the Trust Indenture Act and this Indenture. There shall be excluded from the terms of
Section 310(b) of the Trust Indenture Act the Indenture dated as of the date hereof pursuant to which the Company’s senior securities may be issued, and the Indenture dated as of August 15, 1991 pursuant to which the Company’s
senior securities have been issued and are outstanding. 
 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 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 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 
 (2) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder of a Security who has been a bona fide Holder of a Security
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 with respect to all Securities and the appointment of a successor Trustee or Trustees.

 (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 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 

  

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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 of Securities and accepted appointment in the manner required by Section 611, any Holder of a Security 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. 
 (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 by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of such series as their names and
addresses appear in the security Register and, if Securities of such series are issuable as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. 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 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 or that or those series to 

  

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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 as 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. 
 (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) or (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 Six. 
 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 Six; 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. 
  

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 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 on the Securities), the Trustee shall be subject to the terms
of Section 311 of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311 of the Trust Indenture Act to the extent indicated therein. 
 SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. 
 At
any time the Trustee may 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 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. 
 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, at the expense of the Company, (i) mail written notice 

  

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of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issuable as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper
in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. 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 Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 
 The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. 
 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 alternate 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	 	 
	AUTHORIZED SIGNATORY
		 	
		 	
	BY	 	 
	AUTHORIZED SIGNATORY


 If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested
in writing (which writing need not comply with Section 102) by the Company, shall appoint in accordance with this Section 614 an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such
series of Securities. 
  

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 ARTICLE SEVEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 SECTION 701. HOLDERS’ LISTS. 
 The Company will furnish or cause to be furnished to the Trustee: 
 (a) semi-annually, not later than February 15 and August 15 in each year, commencing on the first February 15 or
April 15 following the date of this Indenture, a list, in such form as such Trustee may reasonably require, of the names and addresses of the Holders as of a date not more than 15 days prior to the time such list is furnished, 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 in similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 provided, however, that so long as the
Trustee is Security Registrar, no such list shall be required to be furnished with respect to Holders for which the Trustee is the Security Registrar. 
 SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS. 
 (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of Securities (1) contained in the most recent list furnished to it as provided in Section 701, and
(2) received by it in the capacity of Paying Agent or Security Registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
 (b) Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights
under this Indenture. The Company, the Trustee, any Co-Securities Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act. 
 SECTION 703. REPORTS BY TRUSTEE TO HOLDERS. 
 (a) Within 60 days after May 15 in
each year, beginning with the May 15 following the date of this Indenture, the Trustee shall mail to the Holders a brief report61 dated as of such reporting date in accordance with, and to the extent required under, Section 313 of the
Trust Indenture Act. 
 (b) A copy of each such report shall, at the time of such transmission to Holders of Securities, be
filed by the Trustee with each securities exchange upon which any Securities are listed, with the Commission and with the Company. The Issuer shall promptly notify the Trustee when any Securities are listed on any stock exchange and of any delisting
thereof. 
  

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 SECTION 704. REPORTS BY COMPANY. 
 The Company shall: 
 (1) file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either
of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
 (3) transmit to all Holders, in the manner and to the extent provided in Section 313 of the Trust Indenture Act, within 30 days after
the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission. 
 ARTICLE EIGHT 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS. 
 The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless: 
 (1) the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia, and if such surviving corporation is not the Company, shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any) and interest (including all Additional Amounts, if any, payable pursuant to Section 1004) on all the Securities and the performance of every covenant of this Indenture on
the part of the Company to be performed or observed; 
  

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 (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be continuing; and 
 (3) the Company has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation (if the corporation formed by such consolidation is not the Company), merger, conveyance, transfer or lease and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 SECTION 802.
SUCCESSOR CORPORATION SUBSTITUTED. 
 Upon any consolidation by the Company with or merger by the Company into any other corporation or
any conveyance, transfer or lease of properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities and coupons. 
 ARTICLE NINE 
 SUPPLEMENTAL INDENTURES 
 SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. 
 Without the consent of any Holders of Securities or coupons, 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 
  

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 (3) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Defaults are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in
respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for the
immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such
additional Events of Default apply to waive such default; or 
 (4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal (or premium, if any) on Registered Securities or of principal (or premium, if any) or any interest on
Bearer Securities, to permit Registered Securities to be exchanged for Bearer Securities or to permit the issuance of Securities in uncertificated form, PROVIDED any such action shall not adversely affect the interests of the Holders of Securities
of any series or any related coupons in any material respect; or 
 (5) to change or eliminate any of the provisions of this
Indenture, PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
or 
 (6) to secure the Securities; or 
 (7) to establish the form or terms of Securities of any series and any related coupons 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); or 
 (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such other provisions
shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or 
 (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401 and 403;
PROVIDED that such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect. 
  

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 The Trustee is hereby authorized to join with the Company in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. 
 SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. 
 With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders of Securities 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 rights of the Holders of Securities of such series and any related coupons under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security or coupon 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 change any obligation of the Company to pay Additional Amounts (pursuant to
Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), 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 change any Place of Payment, or the coin or currency in which, any Security or any premium or the 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 reduce the requirements of Section 1304 for quorum or voting, or 
 (3) change any obligation of the Company to maintain an office or agency in Section 1002, or 
 (4) modify any of the provisions of this Section, Section 513 or Section 1011, 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 

  

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the consent of any Holder of a Security or coupon with respect to changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1011, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). 
 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 of Securities 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. 
 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 or immunities 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 and of any coupons appertaining thereto 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 as then in effect. 
 SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. 
 Securities of any series authenticated and delivered after 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 the principal of (and premium, if any)
and interest (including all Additional Amounts, if any, contemplated by Section 1004) on the Securities of that series in accordance with the terms of the Securities, any coupons appertaining thereto and this Indenture. Any interest due on
Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 1004 in respect of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as they severally mature. 
 SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

 If securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for such
series an office or agency where Securities of that series may be presented or surrendered for payments, 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. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency
where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1004); PROVIDED, HOWEVER, that if the Securities of
that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange, and
(C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for 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 any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect to any series of Securities or shall fail to furnish the
Trustee with the address thereof, such presentations, and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, or such other office as the Company shall
designate if so required by any such stock exchange located outside the United States. 
  

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 No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency
of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; PROVIDED, HOWEVER, payment of principal of and any premium and interest in
Dollars (including Additional Amounts payable in respect thereof) on any Bearer Security may be made at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions. 
 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 in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the 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 (and premium, if any) 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 premium, if any) or 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 to so act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 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:

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

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 (2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of (and premium, if any) or interest on the Securities of that series; and 
 (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 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 (and premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security or any coupon appertaining thereto 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; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once in an Authorized
Newspaper in each Place of Payment or mailed to each such Holder or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days nor more than 90 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 1004. ADDITIONAL AMOUNTS. 
 If the Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of any series of
any related coupon of the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express mention is not made. 
  

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 If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10
days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the
Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal (and premium, if any) or interest
on the Securities of that series shall be made to Holders of Securities of that series or the related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. 
 SECTION 1005. 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 and that of each Subsidiary and the rights (charter and statutory) and franchises of the Company and
its Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries considered as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders. 
 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, (1) 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, and (2) all lawful claims or labor, materials
and supplies which, if unpaid, might by law become a lien upon the 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,
charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and the Company shall have set aside on its books adequate reserves with respect thereto (segregated to the extent required by
generally accepted accounting principles). 
  

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 SECTION 1007. STATEMENT AS TO COMPLIANCE. 
 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on December 31), a written
statement, which need not comply with Section 102, signed by the principal executive officer, the principal financial officer or the principal accounting officer and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant
Controller of the Company, stating as to each signer thereof, that 
 (1) a review of the activities of the Company during
such year and of performance under this Indenture has been made under his supervision, and 
 (2) to the best of his
knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him
and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such
event known to him and the nature and status thereof. 
 SECTION 1008. WAIVER OF CERTAIN COVENANTS. 
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 to 1007, inclusive, with
respect to the Securities of any series if before the time for such compliance the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver 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. 
 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.

 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 all of 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 in writing of such Redemption Date. 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 in writing of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction or condition. 
  

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 SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. 
 If less than all the Securities of any series with the same issue date, interest rate or formula, Stated Maturity and other terms are to be redeemed, the
particular Securities to be redeemed shall be selected pro rata 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, or by such other method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series not redeemed to be less than the minimum denomination for a Security of such
series established herein or pursuant hereto. Unless otherwise provided in the Securities of a series, partial redemption must be in an amount not less than $1,000,000 principal amount of Securities. 
 The Trustee shall promptly notify the Company and the Security Registrar (if other than the Trustee) 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 contest 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 of such Securities which
has been or is to be redeemed. 
 SECTION 1104. NOTICE OF REDEMPTION. 
 Notice of redemption shall be given in the manner provided in Section 106, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be
redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice of any
such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. 
 Any notice
that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. 
 All notices of redemption shall state: 
 (1) the Redemption Date, 
 (2) the Redemption Price, 
 (3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the particular Securities to be redeemed, 
  

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 (4) in case any Registered Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Registered Security or Registered Securities of authorized denominations for
the principal amount thereof remaining unredeemed, 
 (5) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date, 
 (6) the place or places where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining thereto, 
 (7) that the redemption is for a
sinking fund, if such is the case, 
 (8) that, unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is furnished, 
 (9) if Bearer Securities of any series are to
redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the
last date, as determined by the Company, on which such exchanges may be made, and 
 (10) the CUSIP number or the Euroclear or
the Cedel reference numbers of such Securities, if any (or any other numbers used by a Depositary or a U.S. Depositary to identify such Securities). 
 A notice of redemption published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed. 
 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.

 SECTION 1105. DEPOSIT OF REDEMPTION PRICE. 
 On or 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) any accrued interest on and Additional Amounts with respect to all the Securities or portions thereof which are to be redeemed on that
date. 
  

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 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 and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto
maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest and Additional Amounts to the Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in
Section 1002), and PROVIDED, FURTHER, that installments of interest on Registered Securities 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 Bearer Securities surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to
receive the amount so deducted; PROVIDED, HOWEVER, that interest and Additional Amounts represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside of the United States except
as otherwise provided in Section 1002. 
 If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 SECTION 1107. SECURITIES REDEEMED IN PART. 
 Any Registered Security which is to be redeemed only in part shall be
surrendered at any Place of Payment for such Security (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 Registered Security or Securities of the same series, containing
identical terms and provisions, 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 

  

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surrendered. If a Security in global form is so surrendered the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Security in global form so surrendered. 
 ARTICLE TWELVE 
 SINKING FUNDS 
 SECTION 1201. APPLICABILITY OF
ARTICLE. 
 The provisions of this Article shall be applicable to any sinking fund or 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”, and80 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 Outstanding Securities of a series (other than any previously
called for redemption), together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and (2) may apply as a credit 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 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 in accordance with the written instructions of the Company set forth in the Officers’ Certificate referenced below at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
 SECTION 1203. REDEMPTION OF SECURITIES FOR
SINKING FUND. 
 Not less than 60 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 and will also deliver to the Trustee any 

  

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Securities to be so delivered and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such
series of Securities. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, in any, on or before the next succeeding sinking fund payment date. In the
case of the failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right to make any optional sinking fund payment, if any, with respect to such series.

 Not more than 60 days before each 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. 
 On or prior to any sinking
fund payment date, the Company shall pay to the Trustee in cash a sum equal to any interest accrued to the date fixed for redemption of Securities or portions hereof to be redeemed on such sinking fund payment date pursuant to this
Section 1203. 
 Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if at any time the amount
of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, shall not exceed in the aggregate $100,000, the Trustee,
unless requested by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Such unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash in the next succeeding year or, at the request of the Company, shall be applied at any time or from time to time to the purchase of Securities of such series, by public or private purchase, in
the open market or otherwise, at not in excess of (excluding accrued interest and brokerage commissions, for which the Trustee or any paying agent will be reimbursed by the Company) the principal amount thereof. 
 ARTICLE THIRTEEN 
 MEETINGS OF
HOLDERS OF SECURITIES 
 SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. 
 If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 
  

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 SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS. 
 (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section l301, to be
held at such time and at such place in the Borough of Manhattan, The City of New York, or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
 (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1301, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 2l days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subparagraph (a) of this Section. 
 SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.

 To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (l) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representative of the Trustee and its counsel and any representatives of the Company and its
counsel. 
 SECTION 1304. QUORUM; ACTION. 
 The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; PROVIDED, HOWEVER, that if any action is to be taken at
such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 66 2/3% in
principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of
Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment 

  

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of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1302(a), except that such notice need to be given
only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly83 the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum. 
 Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that
series; PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66 2/3% in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 66 2/3% in principal amount of the
Outstanding Securities of that series; and PROVIDED, FURTHER, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which
this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned duly
reconvened meeting and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. 
 Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding
on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. 
 SECTION 1305.
DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS. 
 (a) Notwithstanding any other provisions of this
Indenture, the Trustee may take such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or
by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
  

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 (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by84 the Holders of Securities as provided in Section 1302(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting. 
 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Securities of such series held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 
 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 
 SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. 
 The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their written verified reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated. 
  

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 ARTICLE FOURTEEN 
 SUBORDINATION 
 SECTION 1401. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS. 
 The Company covenants and agrees, and each Holder of Securities by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced
by the Securities and the payment of the principal of (and premium, if any) and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of Senior Indebtedness. 
 Anything in this Indenture or in the Securities to the contrary notwithstanding, the indebtedness
evidenced by the Securities shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of Senior Indebtedness or extension or renewal of Senior Indebtedness. 
 (a) (i) In the event the Company shall default in the payment of any Senior Indebtedness when the same becomes due and payable, whether at
maturity or on a date fixed for prepayment or by declaration or otherwise, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by
set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest or any Additional Amounts on the Securities, or as a sinking fund for the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities. 
 (ii) Upon the happening of an event of default with respect to any
Senior Indebtedness, permitting the holders thereof to accelerate the maturity thereof (other than under circumstances when the terms of subdivision (a)(i) are applicable), then, unless and until such event of default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest or any Additional Amounts on
the Securities, or as a sinking fund for the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, during any period: 
 (A) of 90 days after written notice of such default shall have been given to the Company by any holder of Senior Indebtedness; or
(B) in which any judicial proceeding shall be pending in respect of such default and a notice of acceleration of the maturity of such Senior Indebtedness shall have been transmitted to the Company in respect of such default. 
  

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 (b) In the event of 
 (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property, 
 (ii) any proceeding for the liquidation, dissolution or other winding-up of
the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, 
 (iii) any assignment
by the Company for the benefit of creditors, or 
 (iv) any other marshalling of the assets of the Company, 
 all Senior Indebtedness (including any interest accruing after the commencement of such proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any Holder of Securities on account of the Securities. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Fourteen with respect to the Securities, to the payment of all Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the provisions of this Article Fourteen) be payable or deliverable in respect of the Securities shall
be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such
proceedings) shall have been paid in full. 
 (c) In the event that any Security shall be declared due and payable as the
result of the occurrence of any one or more defaults in respect thereof, under circumstances when the terms of subparagraph (b) are not applicable, no payment shall be made in respect of any Securities unless and until all Senior Indebtedness
shall have been paid in full or such declaration and its consequences shall have been rescinded and all such defaults shall have been remedied or waived. 
 (d) If any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the provisions of this Article Fourteen with respect to the Securities, to the payment of all Senior Indebtedness at the time outstanding and to
any securities issued in respect thereof under any such plan or reorganization or readjustment), shall be received by any Holder of Securities in contravention of any terms hereof and before all the Senior Indebtedness shall have been paid in full,
such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding, in accordance with the priorities then
existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, or, if applicable, to any trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, 

  

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agent or other Person making payment or distribution of assets of the Company, to the extent necessary to pay all such Senior Indebtedness in full. In the
event of the failure of any Holder of Securities to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. 
 (e) Nothing contained herein shall impair, as between the Company and the Holder of any Securities, the obligation of the Company to pay
to the Holder thereof the principal thereof and interest thereon as and when the same shall become due and payable in accordance with the terms of such Security, or prevent the Holder of any Securities from exercising all rights, powers and remedies
otherwise permitted by applicable law or pursuant to the terms of this Indenture and the Security, upon a default or Event of Default under this Indenture, all subject to the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the Holders of the Securities. 
 (f) Senior Indebtedness
shall not be deemed to have been paid in full unless the holders thereof shall have received cash equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities shall
be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until all amounts owing on the Securities shall have been paid in full, and such payments or
distributions received by the holders of the Securities by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its
creditors other than the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness and not on account of Securities. 
 The Company shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to the Company within the meaning of this Section 1401. Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee, subject to the provisions of
Section 601, and the Holders of Securities shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution, delivered to
the Trustee or to the Holders of Securities, for the purpose of ascertaining the person entitled to participate in such 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 further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 1401, 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, as to the extent to which such person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such person under this Section 1401, 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. 
  

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 SECTION 1402. EFFECTUATION OF SUBORDINATION BY TRUSTEE. 
 Each Holder of Securities, by his acceptance thereof, authorizes and directs the Trustee in his behalf to take such action as may be necessary or
appropriate to effectuate, as between the Holders of the Securities and the holders of Senior Indebtedness, the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 SECTION 1403. KNOWLEDGE OF TRUSTEE. 
 Nothing
contained in this Article Fourteen or elsewhere in this Indenture, shall (a) prevent the Company from setting aside in trust or depositing with the Trustee or any Paying Agent, at any time, except during the pendency of any of the proceedings
or upon the happening or continuance of any of the events referred to in Section 1401, moneys for the payment of principal of, or premium, if any, or interest on, the Securities, or (b) prevent the application by the Trustee or Paying
Agent of any moneys deposited with it hereunder by or on behalf of the Company to the payment of or on account of the principal of, or the premium, if any, or interest on the Securities, if the Trustee or the Paying Agent, as the case may be, did
not have written notice of any event prohibiting such application by the close of business on the Business Day immediately prior to the date of such application. 
 Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of
default with respect to any Senior Indebtedness or any fact or facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received
written notice thereof from the Company, any Holder of Securities, any paying or conversion agent of the Company or the holder or representative of any class of89 Senior Indebtedness who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or representative or by the trustee under any indenture pursuant to which Senior Indebtedness shall be outstanding. 
 SECTION 1404. TRUSTEE’S RELATION TO SENIOR INDEBTEDNESS. 
 The Trustee shall be entitled to all rights set forth in this Article with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in Section 613 or
elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall subordinate to Senior Indebtedness the claims of, or payments to, the Trustee under or pursuant to Section 607.

 With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee and the Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person monies or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise. 
  

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 SECTION 1405. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED. 
 No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged
with. 
 ARTICLE FIFTEEN 
 MISCELLANEOUS PROVISIONS 
 SECTION 1501. SECURITIES IN FOREIGN CURRENCIES. 
 Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which
not all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any particular series, any amount in respect of any
Security denominated in a currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect
to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee. 
 SECTION 1502. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS
AND EMPLOYEES. 
 No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the
Company, 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 understood that this Indenture and the obligations issued hereunder are solely corporate
obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors or employees, as such, of the Company or of any successor corporation, or
any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or statute of, and any and all such rights and claims against, every such incorporator, stockholder, officer, director or employee, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as
consideration for, the execution of this Indenture and the issue of such Securities. 
  

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 ARTICLE SIXTEEN 
 REPAYMENT AT THE OPTION OF HOLDERS 
 SECTION 1601. APPLICABILITY OF ARTICLE. 
 Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as
a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled.
Notwithstanding anything to the contrary contained in this Section 1601, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the
obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers to the respective Holders thereof. 
  
  
 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, and attested, all as of the day and year first above written. 
  

									
		 		 	THE BOEING COMPANY
				
		 		 	By	 	 
		 		 	Title:
		 		 	
					
		 	ATTEST:	 		 		 	
					
		 	 	 		 		 	
		 	SECRETARY	 		 		 	
					
		 		 		 	[	 	]
					
		 		 		 	By	 	 
		 		 		 		 	Assistant Secretary
				
	ATTEST:	 		 		 	
				
	 	 		 		 	
	SECRETARY	 		 		 	

  

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