Base Indenture dated April 11, 2018


 Exhibit 4.1 
  

 
  

C.H. ROBINSON WORLDWIDE, INC. 

Issuer 
 and 

U.S. BANK NATIONAL ASSOCIATION 

Trustee 
  

 
 INDENTURE

 Dated as of April 11, 2018 
  

 
  

 
  






 C.H. Robinson Worldwide, Inc. 

Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of April 11, 2018 
  

			
	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)
	  	608, 610
	 §311(a)
	  	613
	 (b)
	  	613
	 §312(a)
	  	701, 702(a)
	 (b)
	  	702(b)
	 (c)
	  	702(c)
	 §313(a)
	  	703(a)
	 (b)
	  	703(a)
	 (c)
	  	703(a)
	 (d)
	  	703(b)
	 §314(a)
	  	704, 1005
	 (b)
	  	Not Applicable
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	102
	 §315(a)
	  	601
	 (b)
	  	602
	 (c)
	  	601
	 (d)
	  	601
	 (e)
	  	514
	 §316(a)
	  	101
	 (a)(1)(A)
	  	104(h), 502, 512
	 (a)(1)(B)
	  	104(h), 513
	 (a)(2)
	  	Not Applicable
	 (b)
	  	508
	 (c)
	  	104(h)
	 §317(a)(1)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 §318(a)
	  	107
	 (c)
	  	107

  

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






 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Parties
	  	 	1	 
	 Recitals
	  	 	1	 
		
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 Section 101
	 	 Definitions
	  	 	1	 
	 Section 102
	 	 Compliance Certificates and Opinions
	  	 	8	 
	 Section 103
	 	 Form of Documents Delivered to Trustee
	  	 	8	 
	 Section 104
	 	 Acts of Holders
	  	 	9	 
	 Section 105
	 	 Notices, etc., to Trustee and Company
	  	 	11	 
	 Section 106
	 	 Notice to Holders; Waiver
	  	 	11	 
	 Section 107
	 	 Conflict with Trust Indenture Act
	  	 	12	 
	 Section 108
	 	 Effect of Headings and Table of Contents
	  	 	13	 
	 Section 109
	 	 Successors and Assigns
	  	 	13	 
	 Section 110
	 	 Separability Clause
	  	 	13	 
	 Section 111
	 	 Benefits of Indenture
	  	 	13	 
	 Section 112
	 	 Governing Law
	  	 	13	 
	 Section 113
	 	 Legal Holidays
	  	 	13	 
	 Section 114
	 	 Counterparts
	  	 	13	 
	 Section 115
	 	 Exemption from Individual Liability
	  	 	14	 
		
	 ARTICLE TWO DEBT SECURITY FORMS
	  	 	14	 
			
	 Section 201
	 	 Forms Generally
	  	 	14	 
	 Section 202
	 	 Form of Trustee’s Certificate of Authentication
	  	 	15	 
	 Section 203
	 	 Debt Securities in Global Form
	  	 	15	 
		
	 ARTICLE THREE THE DEBT SECURITIES
	  	 	15	 
			
	 Section 301
	 	 Amount Unlimited; Issuance in Series
	  	 	15	 
	 Section 302
	 	 Denominations
	  	 	19	 
	 Section 303
	 	 Execution, Authentication, Delivery and Dating
	  	 	19	 
	 Section 304
	 	 Temporary Debt Securities
	  	 	21	 
	 Section 305
	 	 Registration; Registration of Transfer and Exchange
	  	 	24	 
	 Section 306
	 	 Mutilated, Destroyed, Lost and Stolen Debt Securities
	  	 	27	 
	 Section 307
	 	 Payment of Interest; Interest Rights Preserved
	  	 	28	 
	 Section 308
	 	 Persons Deemed Owners
	  	 	30	 
	 Section 309
	 	 Cancellation
	  	 	30	 
	 Section 310
	 	 Computation of Interest
	  	 	31	 
	 Section 311
	 	 Certification by a Person Entitled to Delivery of a Bearer Security
	  	 	31	 
	 Section 312
	 	 Judgments
	  	 	31	 
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	 	32	 
			
	 Section 401
	 	 Satisfaction and Discharge of Indenture
	  	 	32	 
	 Section 402
	 	 Application of Trust Money and Eligible Instruments
	  	 	33	 
	 Section 403
	 	 Satisfaction, Discharge and Defeasance of Debt Securities of any Series
	  	 	34	 


  
 i 








							
	ARTICLE FIVE REMEDIES	  	 	36	 
			
	 Section 501
	 	 Events of Default
	  	 	36	 
	 Section 502
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	37	 
	 Section 503
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	38	 
	 Section 504
	 	 Trustee May File Proofs of Claim
	  	 	39	 
	 Section 505
	 	 Trustee May Enforce Claims without Possession of Debt Securities or Coupons
	  	 	40	 
	 Section 506
	 	 Application of Money Collected
	  	 	40	 
	 Section 507
	 	 Limitation on Suits
	  	 	41	 
	 Section 508
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	41	 
	 Section 509
	 	 Restoration of Rights and Remedies
	  	 	41	 
	 Section 510
	 	 Rights and Remedies Cumulative
	  	 	42	 
	 Section 511
	 	 Delay or Omission Not Waiver
	  	 	42	 
	 Section 512
	 	 Control by Holders of Debt Securities
	  	 	42	 
	 Section 513
	 	 Waiver of Past Defaults
	  	 	42	 
	 Section 514
	 	 Undertaking for Costs
	  	 	43	 
	 Section 515
	 	 Waiver of Stay or Extension Laws
	  	 	43	 
		
	ARTICLE SIX THE TRUSTEE	  	 	43	 
			
	 Section 601
	 	 Certain Duties and Responsibilities
	  	 	43	 
	 Section 602
	 	 Notice of Default
	  	 	44	 
	 Section 603
	 	 Certain Rights of Trustee
	  	 	45	 
	 Section 604
	 	 Not Responsible for Recitals or Issuance of Debt Securities
	  	 	46	 
	 Section 605
	 	 May Hold Debt Securities or Coupons
	  	 	47	 
	 Section 606
	 	 Money Held in Trust
	  	 	47	 
	 Section 607
	 	 Compensation and Reimbursement
	  	 	47	 
	 Section 608
	 	 Disqualification; Conflicting Interests
	  	 	48	 
	 Section 609
	 	 Corporate Trustee Required; Eligibility
	  	 	48	 
	 Section 610
	 	 Resignation and Removal; Appointment of Successor
	  	 	48	 
	 Section 611
	 	 Acceptance of Appointment by Successor
	  	 	50	 
	 Section 612
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	51	 
	 Section 613
	 	 Preferential Collection of Claims Against Company
	  	 	52	 
	 Section 614
	 	 Authenticating Agent
	  	 	52	 
		
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	 	53	 
			
	 Section 701
	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	53	 
	 Section 702
	 	 Preservation of Information; Communications to Holders
	  	 	53	 
	 Section 703
	 	 Reports by Trustee
	  	 	54	 
	 Section 704
	 	 Reports by Company
	  	 	54	 
		
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	  	 	54	 
			
	 Section 801
	 	 Company May Consolidate, etc. Only on Certain Terms
	  	 	54	 
	 Section 802
	 	 Successor Corporation Substituted
	  	 	55	 
		
	ARTICLE NINE SUPPLEMENTAL INDENTURES	  	 	55	 
			
	 Section 901
	 	 Supplemental Indentures without Consent of Holders
	  	 	55	 
	 Section 902
	 	 Supplemental Indentures with Consent of Holders
	  	 	57	 
	 Section 903
	 	 Execution of Supplemental Indentures
	  	 	58	 


  
 ii 








							
	 Section 904
	 	 Effect of Supplemental Indentures
	  	 	59	 
	 Section 905
	 	 Conformity with Trust Indenture Act
	  	 	59	 
	 Section 906
	 	 Reference in Debt Securities to Supplemental Indentures
	  	 	59	 
		
	ARTICLE TEN COVENANTS	  	 	59	 
			
	 Section 1001
	 	 Payment of Principal, Premium and Interest
	  	 	59	 
	 Section 1002
	 	 Maintenance of Office or Agency
	  	 	59	 
	 Section 1003
	 	 Money for Debt Securities Payments to Be Held in Trust
	  	 	61	 
	 Section 1004
	 	 Payment of Additional Amounts
	  	 	62	 
	 Section 1005
	 	 Officer’s Certificate as to Default
	  	 	63	 
	 Section 1006
	 	 Waiver of Certain Covenants
	  	 	63	 
		
	 ARTICLE ELEVEN REDEMPTION OF DEBT SECURITIES
	  	 	63	 
			
	 Section 1101
	 	 Applicability of Article
	  	 	63	 
	 Section 1102
	 	 Election to Redeem; Notice to Trustee
	  	 	63	 
	 Section 1103
	 	 Selection by Trustee of Debt Securities to be Redeemed
	  	 	64	 
	 Section 1104
	 	 Notice of Redemption
	  	 	64	 
	 Section 1105
	 	 Deposit of Redemption Price
	  	 	65	 
	 Section 1106
	 	 Debt Securities Payable on Redemption Date
	  	 	65	 
	 Section 1107
	 	 Debt Securities Redeemed in Part
	  	 	66	 
		
	ARTICLE TWELVE SINKING FUNDS	  	 	66	 
			
	 Section 1201
	 	 Applicability of Article
	  	 	66	 
	 Section 1202
	 	 Satisfaction of Sinking Fund Payments with Debt Securities
	  	 	67	 
	 Section 1203
	 	 Redemption of Debt Securities for Sinking Fund
	  	 	67	 
		
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS	  	 	68	 
			
	 Section 1301
	 	 Applicability of Article
	  	 	68	 
	 Section 1302
	 	 Repayment of Debt Securities
	  	 	68	 
	 Section 1303
	 	 Exercise of Option; Notice
	  	 	68	 
	 Section 1304
	 	 Election of Repayment by Remarketing Entities
	  	 	69	 
	 Section 1305
	 	 Securities Payable on the Repayment Date
	  	 	69	 
		
	ARTICLE FOURTEEN MEETINGS OF HOLDERS OF DEBT SECURITIES	  	 	70	 
			
	 Section 1401
	 	 Purposes for Which Meetings May Be Called
	  	 	70	 
	 Section 1402
	 	 Call, Notice and Place of Meetings
	  	 	70	 
	 Section 1403
	 	 Persons Entitled to Vote at Meetings
	  	 	70	 
	 Section 1404
	 	 Quorum; Action
	  	 	70	 
	 Section 1405
	 	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	71	 
	 Section 1406
	 	 Counting Votes and Recording Action of Meetings
	  	 	72	 
		
	ARTICLE FIFTEEN DEFEASANCE	  	 	72	 
			
	 Section 1501
	 	 Termination of Company’s Obligations
	  	 	72	 
	 Section 1502
	 	 Repayment to Company
	  	 	74	 
	 Section 1503
	 	 Indemnity for Eligible Instruments
	  	 	74	 


  
 iii 








			
	 Exhibit A-1:
	  	Form of Certificate of Beneficial Ownership by a Non-United States Person or by Certain Other Persons
	 Exhibit A-2:
	  	Form of Certificate of Status as a Foreign Branch of a United States Financial Institution
	 Exhibit B:
	  	Form of Certificate to be Given by Euroclear and Clearstream in Connection with the Exchange of All or a Portion of a Temporary Global Security or to Obtain Interest Prior to Exchange


  
 iv 







 INDENTURE 

INDENTURE (the “Indenture”) dated as of April 11, 2018, between C.H. Robinson Worldwide, Inc. (the
“Company”), a Delaware corporation, having its principal place of business at 14701 Charlson Road, Eden Prairie, Minnesota 55347, and U.S. Bank National Association, (the “Trustee”), a national banking association
duly organized and validly existing under the laws of the United States of America having its Corporate Trust Office at 60 Livingston Avenue, EP-MN-WS3C, St. Paul,
Minnesota 55107. 
 RECITALS OF THE COMPANY 

A.    The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time
to time of its debentures, notes, bonds and other evidences of indebtedness (the “Debt Securities”). 

B.    All things necessary have been done to make this Indenture a valid agreement of the Company, in accordance with its
terms. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Debt Securities of any series created and issued on or after the date hereof
by the Holders thereof, it is mutually covenanted and agreed for the benefit of all Holders of such Debt Securities or of any such series, 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 or by Commission rule or regulation under the Trust Indenture Act, either directly or by reference therein, as in force at the date as of which this instrument was executed, except as provided in Section 905,
have the meanings assigned to them therein; 
 (3)    all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of such computation; and 

  
 1 







 (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 has the meaning specified in Section 104. 

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

“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. 

“Bankruptcy Law” means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for
the relief of debtors. 
 “Bearer Security” means any Debt Security established pursuant to
Section 201 which is payable to bearer including, without limitation, unless the context otherwise indicates, a Debt Security in global bearer form. 

“Board of Directors” means either the board of directors of the Company, or the executive or any other committee of that
board duly authorized to act in respect hereof. 
 “Board Resolution” means a copy of a resolution certified by the
secretary or an assistant secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture refers
to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Debt Securities and the forms and terms thereof), such action may be taken by any committee of the Board of Directors or any officer or employee
of the Company authorized to take such action by a Board Resolution. 
 “Business Day,” when used with respect to any Place
of Payment, means any day which is not a Saturday or Sunday and which is not a legal holiday or a day on which banking institutions or trust companies in that Place of Payment are authorized or obligated by law or executive order to close. 

“Clearstream” means Clearstream Banking S.A. 

  
 2 







 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, 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 on
such date. 
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Officer” means the chairman of the board, a vice chairman of the board, the chief executive officer, the chief
financial officer, the chief accounting officer, the president, a vice president (any references to a vice president of the Company herein shall be deemed to include any vice president of the Company whether or not designated by a number or word or
words added before or after the title “vice president”), the treasurer, an assistant treasurer, the controller, an assistant controller, the secretary or an assistant secretary of the Company. 

“Company Request” and “Company Order” mean, respectively, except as otherwise provided in this
Indenture, a written request or order signed in the name of the Company by a Company Officer (or any other Person designated in writing by any Company Officer or a Board Resolution as authorized to execute and deliver a Company Request or Company
Order), and delivered to the Trustee. 
 “Corporate Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located at 60 Livingston Avenue, St. Paul, Minnesota 55107. 

The term “corporation” includes corporations, associations, companies and business trusts. 

The term “coupon” means any interest coupon appertaining to a Bearer Security. 

“Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Debt
Securities authenticated and delivered under this Indenture. 
 “Defaulted Interest” has the meaning specified in
Section 307. 
 “Depositary” means, with respect to the Debt Securities of any series issuable or
issued in the form of a Global Security, the Person designated as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Depositary” shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Debt Securities of any
such series shall mean the Depositary with respect to the Debt Securities of that series. 
 “Designated Currency” has the
meaning specified in Section 312. 
 “Dollar” or “$” means the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 

  
 3 







 “Eligible Instruments” means monetary assets, money market instruments and
securities that are payable in Dollars only and essentially risk free as to collection of principal and interest, including U.S. Government Obligations. 

“Euro” means the single currency of the European Monetary Union as defined under EC Regulation 1103/97 adopted under
Article 235 of the EU Treaty and under EC Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under any successor European legislation from time to time. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System. 

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

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

“Exchange Rate” shall have the meaning specified as contemplated in Section 301. 

“Exchange Rate Agent” shall have the meaning specified as contemplated in Section 301. 

“Exchange Rate Officer’s Certificate,” with respect to any date for the payment of principal of (and premium, if any)
and interest on any series of Debt Securities, means a certificate setting forth the applicable Exchange Rate and the amounts payable in Dollars and Foreign Currencies in respect of the principal of (and premium, if any) and interest on Debt
Securities denominated in Euro, any other composite currency or Foreign Currency, and signed by a Company Officer (or any other Person designated in writing by any Company Officer or a Board Resolution as authorized to execute and deliver an
Exchange Rate Officer’s Certificate) or the Exchange Rate Agent appointed pursuant to Section 301, and delivered to the Trustee. 

“Foreign Currency” means a currency issued by the government of any country other than the United States of America. 

“Global Exchange Agent” has the meaning specified in Section 304. 

“Global Exchange Date” has the meaning specified in Section 304. 

“Global Security” means a Debt Security issued to evidence all or part of a series of Debt Securities in accordance with
Section 303. 
 “Holder,” with respect to a Registered Security, means a Person in whose name
such Registered Security is registered in the Security Register and, with respect to a Bearer Security or a coupon, means the bearer thereof. 

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented, amended or restated
by or pursuant to one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include the terms of a particular series of Debt Securities established as
contemplated by Section 301. 

  
 4 







 The term “interest,” when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment
Date,” with respect to any Debt Security, means the Stated Maturity of an installment of interest on such Debt Security. 

“Mandatory Sinking Fund Payment,” has the meaning specified in Section 1201. 

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

“Officer’s Certificate” means a certificate signed by a Company Officer (or any other Person designated in writing by
any Company Officer or a Board Resolution as authorized to execute and deliver an Officer’s Certificate), and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture)
be an employee of or counsel for the Company, or who may be other counsel, which is delivered to the Trustee. 
 “Optional Sinking
Fund Payment” has the meaning specified in Section 1201. 
 “Original Issue Discount
Security” means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

“Outstanding,” when used with respect to Debt Securities means, as of the date of determination, all Debt Securities
theretofore authenticated and delivered under this Indenture, except: 
 (i)    Debt Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (ii)    Debt
Securities or portions thereof for whose payment or redemption money or Eligible Instruments 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 Debt Securities and any coupons appertaining thereto; provided, however, that if such Debt Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 

(iii)    Debt Securities in exchange for or in lieu of which other Debt Securities have been authenticated
and delivered, or which have been paid, pursuant to this Indenture; 
 provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon the


  
 5 







 
Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any
Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Debt Securities on behalf of the Company. 

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

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

“Predecessor Security” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the
same debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 306 in lieu of a lost, destroyed or stolen Debt Security
shall be deemed to evidence the same debt as the lost, destroyed or stolen Debt Security. 
 “Redemption Date,” when used
with respect to any Debt 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 Debt Security to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture. 
 “Registered Security” means any Debt Security in the form of Registered Securities
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. 

“Remarketing Entity,” when used with respect to Debt Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity, means any person designated by the Company to purchase any such Debt Securities. 

“Repayment Date,” when used with respect to any Debt Security to be repaid upon exercise of an option for repayment by the
Holder, means the date fixed for such repayment pursuant to this Indenture. 

  
 6 







 “Repayment Price,” when used with respect to any Debt Security to be repaid upon
exercise of an option for repayment by the Holder, means the price at which it is to be repaid pursuant to this Indenture. 

“Responsible Officer,” when used with respect to the Trustee, means any vice president, any assistant vice president, any
senior trust officer or assistant trust officer, any trust officer, or any other officer associated with the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and
familiarity with the particular subject. 
 “Security Register” and “Security Registrar” have the
respective meanings specified in Section 305. 
 “Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 
 “Stated
Maturity,” when used with respect to any Debt Security or any installment of interest thereon, means the date specified in such Debt Security or a coupon representing such installment of interest as the fixed date on which the principal of
such Debt Security or such installment is due and payable. 
 “Successor” has the meaning specified in
Section 801. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in
force at the date as of which this instrument was executed, except as provided in Section 905. 

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

“United States” means the United States of America (including the District of Columbia) and its possessions. 

“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. 

“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 the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States, and 

  
 7 







 
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
Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation 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 Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt. 

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, if so requested by the Trustee, an Officer’s 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. 

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

(1)    a statement that each individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto; 
 (2)    a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

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

(4)    a statement as to whether, in the opinion of each such individual, such condition or covenant has
been complied with. 
 Section 103    Form of Documents Delivered to Trustee. 

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

  
 8 







 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which
his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinions or representations with
respect to such matters are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Section 104    Acts of Holders. 

(a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If Debt Securities of a series are issuable in whole
or in part 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 Debt Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Debt Securities duly called and held in accordance with the provisions of Article Fourteen, 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 the holding by any Person of a Debt 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 Debt Securities shall be proved in the manner provided in
Section 1406. 
 (b)    The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems sufficient. 
 (c)    The ownership of
Registered Securities 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 

  
 9 







 
to it, the Bearer Securities in the amount and with the serial numbers 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. 
 (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 in any instance require further proof with respect to any of the matters referred to in this Section. 

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

(g)    For purposes of determining the principal amount of Outstanding Debt Securities of any series the Holders of which
are required, requested or permitted to give any request, demand, authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i) each Original Issue Discount Security shall be deemed to have the principal
amount determined by the Trustee that could be declared to be due and payable pursuant to the terms of such Original Issue Discount Security as of the date delivered to the Trustee and, where it is hereby expressly required, to the Company, such Act
by Holders of the required aggregate principal amount of the Outstanding Debt Securities of such series and (ii) each Debt Security denominated in a Foreign Currency or composite currency shall be deemed to have the principal amount determined
by the Exchange Rate Agent by converting the principal amount of such Debt Security in the currency in which such Debt Security is denominated into Dollars at the Exchange Rate as of the date such Act is delivered to the Trustee and, where it is
hereby expressly required, to the Company, by Holders of the required aggregate principal amount of the Outstanding Debt Securities of such series (or, if there is no such rate on such date, such rate on the date determined as specified as
contemplated in Section 301). 
 (h)    The Company may set a record date for purposes of
determining the identity of Holders of Debt Securities of any series entitled to vote or consent to any action by vote or consent authorized or permitted by Section 512 or Section 513. Such record
date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Debt Securities furnished to the Trustee pursuant to Section 701 prior to such solicitation. 

  
 10 







 Section 105    Notices, etc., to Trustee and
Company. 
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1)    the Trustee
by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided), if made, given, furnished or filed in writing (which may be via original or facsimile) to or with the Trustee at its
Corporate Trust Office and which shall be deemed delivered when actually received by a Responsible Officer of the Trustee, 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 the attention of its secretary 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. 
 The Trustee
agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic
instructions or directions, subsequent to the transmission thereof, shall provide the originally executed instructions or directions to the Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed
by an authorized representative of the party providing such instructions or directions. If a party elects to give the Trustee instructions or directions by unsecured facsimile transmission or other similar unsecured electronic methods, as aforesaid,
and the Trustee in its discretion elects to act upon such instructions or directions, the Trustee’s understanding of such instructions or directions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions notwithstanding such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction
or if the subsequent written instruction or direction is never received. The party providing instructions or directions by unsecured facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third
parties. Nothing in this Section 105 shall require the Trustee to act upon instructions or directions sent by e-mail transmissions. 

Section 106    Notice to Holders; Waiver. 

Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders 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 such Holder’s 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 by publication
thereof in an Authorized Newspaper in The City of New York and, if the Debt Securities of such series are then 

  
 11 







 
listed on any stock exchange outside the United States and such stock exchange shall so require, in any other required city outside the United States or, if not practicable, in Europe on a
Business Day at least twice, the first such publication to be not later than the latest date and not earlier than the earliest date prescribed for the giving of such notice. Notwithstanding any other provision of this Indenture or any Security,
where this Indenture or any Security provides for notice of any event (including any notice of redemption or repurchase) to a Holder (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository (or its designee)
pursuant to the standing instructions from the Depository or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depository. 

In case, by reason of the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or
impracticable to mail notice of any event to Holders of Registered Securities when said notice is required to be given pursuant to any provision of this Indenture or of the Debt Securities by mail, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. In any case where notice to Holders of Registered Securities is to be 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 by reason of any other cause, it
shall be impossible or impracticable to make publication of any notice to Holders of Bearer Securities as provided above, then such method of publication or notification as shall be made as determined by the Company shall constitute a sufficient
publication of such notice. 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 given 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 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. 
 Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act 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 107    Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any
of the provisions of the Trust Indenture Act, such required provision shall control. 

  
 12 







 Section 108    Effect of Headings and Table of
Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
 Section 109    Successors and Assigns. 

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

Section 110    Separability Clause. 

In case any provision in this Indenture or in the Debt Securities or any 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 111    Benefits of Indenture. 

Nothing in this Indenture or in the Debt Securities or any coupons, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 112    Governing Law. 

This Indenture and the Debt Securities and any coupons shall be governed by and construed in accordance with the laws of the State of New York.

 Section 113    Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Debt Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Debt 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, Redemption Date, Repayment Date or at the Stated Maturity, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be. 

Section 114    Counterparts. 

This Indenture 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 Indenture. Delivery of a signed copy of this Indenture (or a signature page hereto) by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Indenture. 

  
 13 







 Section 115    Exemption from Individual
Liability. 
 No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Debt Security or any coupon,
or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, 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 or directors, as such, of the Company or 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 Debt Securities or any coupon 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 or director, 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 Debt Securities or any coupon or implied, therefrom are hereby expressly waived and released as a
condition of and as a consideration for, the execution of this Indenture and the issue of such Debt Securities. 
 ARTICLE TWO 

Debt Security Forms 

Section 201    Forms Generally. 

The Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series shall be in substantially the form
(including temporary or permanent global form) as shall be established in 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 Debt Securities or coupons, as evidenced by their signatures on the Debt Securities or coupons. If the form of Debt Securities of any series or coupons (including any
such Global Security) is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Debt Securities or coupons. 

Unless otherwise specified as contemplated by Section 301, Debt Securities in bearer form other than Debt Securities
in temporary or permanent global form shall have coupons attached. 
 The definitive Debt 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 Debt Securities, as evidenced by the execution of such Debt Securities and coupons. 

  
 14 







 Section 202    Form of
Trustee’s Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in
substantially the following form: 
 This is one of the Debt Securities of the series designated herein, described in the
within-mentioned Indenture. 
  

			
	U.S. Bank National Association, as Trustee
		
	By	 	
                     
                                        


		 	Authorized Signatory
	Dated                                   
                                         
 


 Section 203    Debt Securities in Global Form. 

If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by
Section 301, then, notwithstanding Clause (10) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the
outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt
Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or
Section 304. 
 The provisions of the last sentence of Section 303(g) shall apply to any
Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt 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 respect to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by
the last sentence of Section 303(g). 
 Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. 
 ARTICLE THREE 

The Debt Securities 

Section 301    Amount Unlimited; Issuance in Series. 

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

  
 15 







 The Debt 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 Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series: 

(1)    the title of the Debt Securities of the series; 

(2)    the limit, if any, upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to
Section 304, Section 305, Section 306, Section 906, Section 1107 or Section 1303 and except
for any Debt Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

(3)    the date or dates on which the principal and premium, if any, of the Debt Securities of the series
are payable; 
 (4)    the rate or rates, if any, at which the Debt Securities of the series shall bear
interest, or the method or methods by which such rate or rates may be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular Record Date for the interest
payable on any Registered Security on any Interest Payment Date and the circumstances, if any, in which the Company may defer interest payments; 

(5)    if other than the corporate trust office of the Trustee, the place or places where, subject to the
provisions of Section 1002, the principal of (and premium, if any) and interest on Debt Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer,
Debt Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Debt Securities of the series and this Indenture may be served and where notices to Holders pursuant to
Section 106 will be published; 
 (6)    if applicable, the period or periods within which or
the date or dates on which, the price or prices at which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company; 

(7)    the obligation, if any, of the Company to redeem, repay or purchase Debt 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 Debt Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation; 
 (8)    whether Debt Securities
of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Debt Securities of the series are to be issuable with or without coupons or both and, in the case of Bearer Securities, the date as of which such Bearer
Securities shall be dated if other than the date of original issuance of the first Debt Security of such series of like tenor and term to be issued; 

  
 16 







 (9)    whether the Debt Securities of the series shall be
issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary for such Global Security or Securities, whether such global form shall be permanent or temporary and, if applicable, the Global Exchange Date
and Global Exchange Agent; 
 (10)    if Debt Securities of the series are to be issuable initially in
the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Debt Securities and whether the definitive Debt Securities will be Registered and/or Bearer Securities and will be
in global form and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date prior to the Global Exchange Date shall be paid to any clearing organization with respect to a portion of such
Global 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 if other than as provided in this Article Three; 

(11)    whether, and under what conditions, additional amounts will be payable to Holders of Debt
Securities of the series pursuant to Section 1004; 
 (12)    the denominations
in which any Registered Securities of the series shall be issuable, if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, and the denominations in which any Bearer Securities of such series shall be issuable,
if other than the denomination of $5,000; 
 (13)    if other than the principal amount thereof, the
portion of or premium on the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 

(14)    the currency or currencies of denomination of the Debt Securities of any series, which may be in
Dollars, any Foreign Currency or any composite currency, including but not limited to the Euro, and, if any such currency of denomination is a composite currency other than the Euro, the agency or organization, if any, responsible for overseeing
such composite currency; 
 (15)    the currency or currencies in which payment of the principal of (and
premium, if any) and interest on the Debt Securities will be made, 
 (16)    the currency or currencies,
if any, in which payment of the principal of (and premium, if any) or the interest on Registered Securities, at the election of each of the Holders thereof, may also be payable and the periods within which and the terms and conditions upon which
such election is to be made, and the Exchange Rate and the person who shall be the Exchange Rate Agent for the Debt Securities of such series; 

(17)    if payments of principal of (and premium, if any) or interest on the Debt Securities of the series
are to be made in a Foreign Currency other than the currency in which such Debt Securities are denominated, the manner in which the Exchange Rate with respect to such payments shall be determined; 

  
 17 







 (18)    any Events of Default with respect to Debt Securities
of such series, if not set forth herein; 
 (19)    whether any other covenant or warranty included for
the benefit of the Debt Securities of the series in addition to those set forth herein for the benefit of Debt Securities of all series, or any other covenant or warranty included for the benefit of Debt Securities of the series in lieu of any
covenant or warranty set forth herein for the benefit of Debt Securities of all series, or any provision that any covenant or warranty set forth herein for the benefit of Debt Securities of all series shall not be for the benefit of Debt Securities
of such series, or any combination of such covenants, warranties or provisions and whether the provisions of Section 1006 will not apply such covenants and warranties; 

(20)    the terms and conditions, if any, pursuant to which the Company’s obligations under this
Indenture may be terminated through the deposit of money or Eligible Instruments as provided in Articles Four and Fifteen; 

(21)    the Person or Persons who shall be Security Registrar for the Debt Securities of such series if
other than the Trustee, and the place or places where the Security Register for such series shall be maintained and the Person or Persons who will be the initial Paying Agent or Agents, if other than the Trustee; 

(22)    whether Debt Securities of such series are senior indebtedness or subordinated indebtedness and, if
subordinated, the provisions related to such subordination; 
 (23)    whether Debt Securities of such
series are to be secured and, if so, the provisions related to such security; 
 (24)    whether Debt
Securities of such series will be convertible into or exchangeable for shares of common stock or other securities, and if so, the provisions related to the convertibility or exchangeability; 

(25)    any other terms of the series. 

All Debt Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially
identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer’s Certificate or in any such indenture supplemental hereto.

 Debt Securities of any particular series may be issued at various times, with different dates on which the principal or any installment
of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different Redemption or Repayment Dates and may
be denominated in different currencies or payable in different currencies. 
 If any of the terms of a series of Debt Securities 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
Officer’s Certificate setting forth the terms of the series. 

  
 18 







 Section 302    Denominations. 

Debt Securities of each series shall be issuable in such form and denominations as shall be specified in the form of Debt Security for such
series approved or established pursuant to Section 201 or in the Officer’s Certificate delivered pursuant to Section 301. In the absence of any specification with respect to the Debt
Securities of any series, the Registered Securities of such series, if any, shall be issuable in denominations of $2,000 and any integral multiples of $1,000 in excess thereof and the Bearer Securities of such series, if any, shall be issuable in
denominations of $5,000. 
 Section 303    Execution, Authentication, Delivery and
Dating. 
 (a)    The Debt Securities shall be executed on behalf of the Company by a Company Officer. The signature
of any of these officers on the Debt Securities may be manual or facsimile. Coupons shall bear the facsimile signature of an authorized officer of the Company. 

Debt Securities and 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 Debt Securities or coupons of any series or did not hold such offices at the date of such
Debt Securities or coupons. 
 (b)    At any time and from time to time after the execution and delivery of this
Indenture, Debt Securities of any series may be executed by the Company and delivered to the Trustee for authentication, and, except as otherwise provided in this Article Three, shall thereupon be authenticated and delivered by the Trustee upon
Company Order, without any further action by the Company; provided, however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States and, except in the case of a temporary Global
Security, only if the Company or its agent shall have received the certification required pursuant to Section 304(b)(iii) and (iv), unless such certification shall have been provided earlier pursuant to
Section 304(b)(v) hereof, and only if the Company has no reason to know that such certification is false. 
 To
the extent authorized in or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, such written Company Order may be given by any one officer or employee of the
Company, may be electronically transmitted, and may provide instructions as to registration of holders, principal amounts, rates of interest, maturity dates and other matters contemplated by such Board Resolution and Officer’s Certificate or
supplemental indenture to be so instructed in respect thereof. Before authorizing and delivering the first Debt Securities of any series (and upon request of the Trustee thereafter), the Company shall deliver to the Trustee (i) the certificates
called for under Section 201 and Section 301 hereof and (ii) an Opinion of Counsel described in the next sentence. 

In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to any such Debt
Securities, the Trustee shall be entitled to receive, prior to 

  
 19 







 
the initial authentication of such Debt Securities, and (subject to Section 601) shall be fully protected in relying upon: 

(i)    a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken
pursuant to such resolution certified by the secretary or an assistant secretary of the Company; 

(ii)    an executed supplemental indenture, if any, relating thereto; 

(iii)    an Officer’s Certificate setting forth the form and terms of the Debt Securities of such
series and coupons, if any, pursuant to Section 201 and Section 301 and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Debt Securities have been complied
with; and 
 (iv)    an Opinion of Counsel stating 

(A)    that the form of such Debt Securities and coupons, if any, has been established in or pursuant to a
Board Resolution or by a supplemental indenture as permitted by Section 201 in conformity with the provisions of this Indenture; 

(B)    that the terms of such Debt Securities and coupons, if any, have been established in or pursuant to
a Board Resolution or by a supplemental indenture as permitted by Section 301 in conformity with the provisions of this Indenture; and 

(C)    that such Debt Securities and coupons, if any, when 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, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of general principles of equity and except further as enforcement thereof may be limited by
(i) requirements that a claim with respect to any Debt Securities denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States. 

(c)    If the Company shall establish pursuant to Section 301 that the Debt Securities of a
series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and
deliver one or more Global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Debt Securities of such series to be
represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instructions. 

  
 20 







 (d)    The Trustee shall have the right to decline to authenticate and
deliver any Debt Securities under this Section 303 if the issuance of such Debt Securities will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee. 
 (e)    If all the Debt Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Debt Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of
the first issuance of Debt Securities of such series. 
 (f)    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. 

(g)    No Debt Security or coupon attached thereto shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by the Trustee, and such certificate upon any Debt Security shall be conclusive evidence,
and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all related
coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Debt Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Debt 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 Debt Security or portion thereof has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture. 
 (h)    Each Depositary designated
pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other
applicable statute or regulation. 
 Section 304    Temporary Debt Securities. 

(a)    Pending the preparation of definitive Debt Securities of any series, the Company may execute, and upon receipt of
documents required by Section 301 and Section 303, together with a Company Order, the Trustee shall authenticate and deliver, temporary Debt Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the tenor and terms of the definitive Debt 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 Debt Securities may determine, as evidenced by 

  
 21 







 
their signatures on such Debt Securities. In the case of Debt Securities of any series issuable as Bearer Securities, such temporary Debt Securities may be in global form, representing all or any
part of the Outstanding Debt Securities of such series. 
 (b)    Unless otherwise provided pursuant to
Section 301: 
 (i)    Except in the case of temporary Debt Securities in
global form, if temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the
related temporary Debt Securities shall be exchangeable for such definitive Debt Securities upon surrender of the temporary Debt Securities of such series at the office or agency of the Company in the Place of Payment for such series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series (accompanied, if applicable, by all unmatured coupons and all matured coupons in default appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of the same series of like tenor and terms and of authorized denominations; provided, however, that no Bearer Security shall
be delivered in exchange for a Registered Security; and provided, further, that a Bearer Security shall be delivered in exchange for a Bearer Security only in compliance with the conditions set forth in Section 305.

 (ii)    If Debt Securities of any series are issued in temporary global form, any such temporary
Global Security shall, unless otherwise provided pursuant to Section 301, be delivered to the Depositary for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such
Debt Securities (or to such other accounts as they may direct). 
 (iii)    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 “Global Exchange Date”), the Company shall deliver definitive Debt Securities to the Trustee or the
agent appointed by the Company pursuant to Section 301 to effect the exchange of the temporary Global Security for definitive Debt Securities (the “Global Exchange Agent”), in an aggregate principal amount
equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Global Exchange Date, such temporary Global Security shall be surrendered by the Depositary to the Global Exchange Agent, to be exchanged, in
whole or from time to time in part, for definitive Debt Securities without charge and the Trustee or the Global Exchange Agent, if authorized by the Trustee pursuant to Section 614, shall authenticate and deliver, in
exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor and terms as the portion of such temporary Global
Security to be exchanged. Upon any exchange of a part of such temporary Global Security for definitive Debt Securities, the portion of the principal amount and any interest thereon so exchanged shall be endorsed by the Global Exchange Agent on a
schedule to such temporary Global Security, whereupon the principal amount and interest payable with respect to such temporary Global Security shall be reduced for all purposes 

  
 22 







 
by the amount so exchanged and endorsed. The definitive Debt Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, global
registered form or global bearer form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, in the case of the exchange of the temporary Global Security for definitive Bearer Securities (including a definitive Global Bearer Security), upon such presentation by the Depositary, such temporary Global Security shall be
accompanied by a certificate signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate signed by Clearstream as to the portion of such temporary Global Security held for its
account then to be exchanged, each in the form set forth in Exhibit B to this Indenture, unless such certificate(s) shall have been provided earlier pursuant to Section 304(b)(v) hereof; and provided, further,
that definitive Bearer Securities (including a definitive Global Bearer Security) shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303. 

(iv)    The interest of a beneficial owner of Debt Securities of a series in a temporary Global Security
shall be exchanged for definitive Debt Securities of the same series and of like tenor and terms following the Global Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on such
account holder’s behalf and, in the case of the exchange of the temporary Global Security for definitive Bearer Securities (including a definitive Global Bearer Security), unless such certificate(s) shall have been provided earlier pursuant to
Section 304(b)(v) hereof, the account holder delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture, dated no earlier than 15 days prior to the Global Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Global Exchange Agent, any
authenticating agent appointed for such series of Debt Securities and each Paying Agent. 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 Debt 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 Debt Securities in person at the
offices of Euroclear and Clearstream. Definitive Debt 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. 

(v)    Until exchanged in full as hereinabove provided, the temporary Debt Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of the same series and of like tenor and terms authenticated and delivered hereunder, except that interest payable on a temporary Global Security on
an Interest Payment Date shall be payable to Euroclear and Clearstream on such Interest Payment Date only if there has been delivered by Euroclear and Clearstream to the Global Exchange Agent a certificate or certificates in the form set forth in
Exhibit B to this Indenture dated no earlier than the first Interest Payment Date, for credit without further interest on or after such Interest Payment Date to the respective accounts 

  
 23 







 
of the Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture dated no earlier than the first Interest Payment Date. Any interest so
received by Euroclear and Clearstream and not paid as herein provided prior to the Global Exchange Date shall be returned to the Global Exchange Agent which, upon expiration of two years after such Interest Payment Date, shall repay such interest to
the Company in accordance with Section 1003. 

Section 305    Registration; Registration of Transfer and Exchange. 

The Company shall cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this
Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register (herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. Pursuant to
Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a “Security Registrar” for the purpose of registering such Debt Securities and transfers and
exchanges of such Debt Securities as herein provided. 
 Upon surrender for registration of transfer of any Registered Security of any
series at the office or agency of the Company maintained for such purpose, 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 denomination or denominations, of like tenor and terms and aggregate principal amount. 
 At the option of
the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered
Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. 
 At the
option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security
in global form) of the same series, of any authorized denominations and of like tenor and terms 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 thereafter 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, 

  
 24 







 
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 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 and like tenor and terms 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. 

Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Debt Securities which the Holder making the exchange is entitled to receive. 
 If at any time the Depositary for the Debt Securities of a
series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under
Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 301(9) that the Debt Securities of any series be issued in the form of one or more Global
Notes shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series,
will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or
Securities. 
 The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of
one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities. 
 If specified by the Company pursuant to Section 301 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series of like tenor and terms and in
definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without charge to any Holder, 

(a)    to each Person specified by such Depositary a new Debt Security or Securities of the same series, of like tenor and
terms and of any authorized denominations as requested by such person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 

  
 25 







 (b)    to such Depositary a new Global Security of like tenor and terms and
in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. 

In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver
Debt Securities (a) in definitive registered form in authorized denominations, if the Debt Securities of such series are issuable as Registered Securities, (b) in definitive bearer form in authorized denominations, with coupons attached,
if the Debt Securities of such series are issuable as Bearer Securities or (c) as either Registered or Bearer Securities, as shall be specified by the beneficial owner thereof, if the Debt Securities of such series are issuable in either form;
provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent shall have received from the person entitled to receive the definitive Bearer Security a
certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided further that delivery of a Bearer Security shall
occur only outside the United States; and provided further that no definitive Bearer Security will be issued if the Company has reason to know that any such certificate is false. 

Upon the exchange of a Global Security for Debt Securities in definitive form, such Global Security shall be cancelled by the Trustee.
Registered Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Registered Securities to the persons in whose names such Debt Securities are so registered. The Trustee shall deliver Bearer Securities issued in exchange
for a Global Security pursuant to this Section to the persons, and in such authorized denominations, as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent shall have received from the person entitled to receive the definitive Bearer
Security a certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and provided further that no definitive Bearer Security will be issued if the Company has reason to know that any such certificate is false. 

All Debt Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt 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, the
Security Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed, by the Holder thereof or such Holder’s
attorney duly authorized in writing. 
 No charge to any Holder shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any tax or other 

  
 26 







 
governmental charge that may be imposed in connection with any transfer, registration of transfer or exchange of Debt Securities, other than exchanges expressly provided in this Indenture to be
made at the Company’s own expense or without expense or without charge to the Holders. 
 The Company shall not be required (i) to
issue, register the transfer of or exchange Debt Securities of any particular series to be redeemed for a period of fifteen days preceding the first publication of the relevant notice of redemption or, if Registered Securities are outstanding and
there is no publication, the giving of the relevant notice of redemption of Debt Securities of such series selected for redemption under Section 1103 and ending at the close of business on the day of such notice, 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 such Registered 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 like tenor and terms of that series, provided that such Registered Security shall be simultaneously surrendered for redemption. 

Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into Registered Securities shall be subject to applicable
laws and regulations in effect at the time of exchange; neither the Company, the Trustee nor the Security Registrar shall exchange any Bearer Securities into Registered Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges
thereafter unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Orders to the Security Registrar. 

Section 306    Mutilated, Destroyed, Lost and Stolen Debt Securities. 

If (i) any mutilated Debt Security or a Bearer Security with a mutilated coupon appertaining to it is surrendered to a Paying Agent
outside the United States designated by the Company, or, in the case of any Registered Security, to the Trustee, or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security
or coupon, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company and the Trustee that such Debt Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Debt Security or Bearer Security with a mutilated coupon appertaining to it
or to which a destroyed, lost or stolen coupon appertains (with all related coupons not destroyed, lost or stolen) or in lieu of any such destroyed, lost or stolen Debt Security, a new Debt Security of like tenor and terms and principal amount,
bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Debt Security or to the Debt Security to which such destroyed, lost or stolen coupon appertains;
provided, however, that any such new Bearer Security will be delivered only in compliance with the conditions set forth in Section 305. 

In case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Debt Security, pay such Debt Security or coupon; provided, however, that payment of principal of 

  
 27 







 
(and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside
the United States; and provided, further, that, with respect to any such coupons, interest represented thereby (but not any additional amounts payable as provided in Section 1004), shall be payable only upon
presentation and surrender of the coupons appertaining thereto. 
 Upon the issuance of any new Debt Security or coupons 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 and printing expenses) connected
therewith. 
 Every new Debt Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Debt Security, or in exchange for a Bearer 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
Debt 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 Debt Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of that series and their coupons, if any, duly issued hereunder. 
 The provisions of
this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or coupons. 

Section 307    Payment of Interest; Interest Rights Preserved. 

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 Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 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. At the option of the Company, payment of interest on any Registered Security may be made by check in the currency
designated for such payment pursuant to the terms of such Registered Security mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account in such currency designated by
such Person in writing not later than ten days prior to the date of such payment. 
 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 registered Holder on the relevant Regular Record Date by
virtue 

  
 28 







 
of his 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 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 and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be
imposed upon the Trustee or the Holder of such Registered Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be 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 and/or Eligible Instruments when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the written notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date. Unless the Trustee is
acting as the Security Registrar, promptly after such Special Record Date, the Company shall furnish the Trustee with a list, or shall make arrangements satisfactory to the Trustee with respect thereto, of the names and addresses of, and principal
amounts of Registered Securities of such series held by, the Holders appearing on the Security Register at the close of business on such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Registered Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given as aforesaid, 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. 

  
 29 







 (2)    The Company may make payment of any Defaulted Interest
on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Registered 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. 

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

Subject to the limitations set forth in Section 1002, the Holder of any coupon appertaining to a Bearer Security
shall be entitled to receive the interest payable on such coupon upon presentation and surrender of such coupon on or after the Interest Payment Date of such coupon at an office or agency maintained for such purpose pursuant to
Section 1002. 
 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 of 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. 
 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 Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer 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 of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Section 309    Cancellation. 

Unless otherwise provided with respect to a series of Debt Securities, all Debt Securities and coupons surrendered for payment, redemption,
repayment, transfer, exchange or credit against any sinking fund payment pursuant to this Indenture, shall, if surrendered to the Company or any agent of the Company, be delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Debt Securities so delivered shall be promptly cancelled
by the Trustee. No Debt Securities shall be 

  
 30 







 
authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Debt Securities and coupons
held by the Trustee shall be destroyed and certification of their destruction delivered to the Company unless by a Company Order the Company shall direct that the cancelled Debt Securities or coupons be returned to it. 

Section 310    Computation of Interest. 

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

Section 311    Certification by a Person Entitled to Delivery of a Bearer Security. 

Whenever any provision of this Indenture or a Debt Security contemplates that certification be given by a Person entitled to delivery of a
Bearer Security, such certification shall be provided substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be
approved by the Company and consented to by the Trustee whose consent shall not unreasonably be withheld. 

Section 312    Judgments. 

The Company may provide, pursuant to Section 301, for the Debt Securities of any series that, to the fullest extent
possible under applicable law and except as may otherwise be specified as contemplated in Section 301, (a) the obligation, if any, of the Company to pay the principal of (and premium, if any) and interest on the Debt
Securities of any series and any related coupons in a Foreign Currency, composite currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 301 is of the essence and that
judgments in respect of such Debt Securities shall be given in the Designated Currency; (b) the obligation of the Company to make payments in the Designated Currency of the principal of (and premium, if any) and interest on such Debt Securities
and any related coupons shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in
accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost of exchange) in the country of issue of the Designated Currency in the case of Foreign Currency or Dollars or in the
international banking community in the case of a composite currency on the Business Day immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any
reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate
and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 

  
 31 







 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 Debt Securities herein expressly provided for and rights to receive payments of principal and interest thereon 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 Debt Securities theretofore authenticated and delivered and all coupons appertaining thereto
(other than (i) coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in
Section 305, (ii) Debt 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
Bearer Securities called for redemption or surrendered for repayment and maturing after the relevant Redemption Date or Repayment Date, as appropriate, surrender of which has been waived as provided in Section 1106 or
Section 1303 and (iv) Debt Securities and coupons for whose payment money and/or Eligible Instruments have 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 cancelled or for cancellation; or 

(B)    all such Debt Securities not theretofore delivered to the Trustee for cancellation 

(i)    have become due and payable, or 

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

(iii)    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 (B)(i), (B)(ii) or (B)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money and/or, to the extent such Debt Securities are denominated and payable in Dollars only,
Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of Debt Securities) will provide money in such amounts as will
(together with any money irrevocably 

  
 32 







 
deposited in trust with the Trustee, without investment) be sufficient to pay and discharge the entire indebtedness on such Debt Securities and coupons of such series for principal (and premium,
if any) and interest, and any mandatory sinking fund, repayment or analogous payments thereon, on the scheduled due dates therefor to the date of such deposit (in the case of Debt Securities and coupons which have become due and payable) or to the
Stated Maturity or Redemption Date, if any, and all Repayment Dates (in the case of Debt Securities repayable at the option of the Holders thereof); provided, however, that in the event a petition for relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law is filed with respect to the Company within 91 days after the deposit, the obligations of the Company under the Indenture with respect to the Debt Securities of such series shall not
be deemed terminated or discharged, and in such event the Trustee shall be required to return the deposited money and Eligible Instruments then held by the Trustee to the Company; 

(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 Officer’s 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. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607
and, if money or Eligible Instruments 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 such satisfaction and discharge. 

Section 402    Application of Trust Money and Eligible Instruments. 

(a)    Subject to the provisions of the last paragraph of Section 1003, all money and Eligible
Instruments deposited with the Trustee pursuant to Section 401, Section 403 or Section 1501 shall be held in trust and such money and the principal and interest received
on such Eligible Instruments shall be applied by it, in accordance with the provisions of the Debt Securities, any 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 or Eligible Instruments have been deposited with the Trustee. 

(b)    The Trustee shall deliver or pay to the Company from time to time upon Company Request any Eligible Instruments or
money held by it as provided in Section 403 or Section 1501 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such Eligible Instruments or money were deposited or received. 

  
 33 







 (c)    The Trustee shall deliver to the Company from time to time upon
Company Request any Eligible Instruments held by it as provided in Section 403 or Section 1501, provided that the Company in substitution therefor simultaneously delivers to the Trustee, money or
other Eligible Instruments which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, would then be sufficient to satisfy the Company’s payment
obligations in respect of the Debt Securities in the manner contemplated by Section 403 or Section 1501. 

Section 403    Satisfaction, Discharge and Defeasance of Debt Securities of any Series.

 If this Section 403 is specified, as contemplated by Section 301, to be applicable to
Debt 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 Debt Securities of any such series and
related coupons; (ii) the provisions of this Indenture as it relates to such Outstanding Debt Securities and related coupons shall no longer be in effect (except as to the rights of Holders of Debt Securities to receive, from the trust fund
described in subparagraph (1) below, payment of (x) the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities and related coupons on the Stated Maturity of such
principal (and premium, if any) or installment of principal (and premium, if any) or interest or (y) any mandatory sinking fund, repayment or analogous payments applicable to the Debt Securities of that series on that day on which such payments
are due and payable in accordance with the terms of this Indenture and of such Debt Securities, the Company’s obligations with respect to such Debt Securities under Section 304, Section 305,
Section 306, Section 1002, Section 1003 and Section 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 Order, execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when

 (1)    either 

(A)    with respect to all Outstanding Debt Securities of such series and related coupons, 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 who shall agree to comply with the
provisions of this Section 403 applicable to it) irrevocably, as trust funds in trust, money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of
principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay and discharge (i) the principal of (and premium, if any) and interest on the Outstanding Debt Securities of that series and related coupons on the Stated
Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof, and the Company shall have given irrevocable instructions to the Trustee to effect such redemption, at the date fixed for
such redemption pursuant to Article Eleven, and (ii) any Mandatory Sinking Fund Payments or analogous payments applicable to Debt Securities of such series on the date on which such payments are due and payable in accordance with the terms of
this Indenture and of such Debt Securities; or 

  
 34 







 (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 Debt Securities of such series; 

(2)    the Company has paid or caused to be paid all sums payable with respect to the Outstanding Debt
Securities of such series and related coupons; 
 (3)    such deposit will not result in a breach 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 pursuant to Section 501(1), (2), (3), (5) or (6) with respect to the Debt Securities of such 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; provided, however, that
should that condition fail to be satisfied on or before such 91st day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; 

(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 Debt Securities and related coupons 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 Debt Securities of that series are then listed on any domestic or foreign 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 Debt Securities to be delisted; 

(7)    such deposit shall have been effected in compliance with any additional terms, conditions or
limitations which may be imposed on the Company in connection therewith pursuant to Section 301; and 

(8)    the Company has delivered to the Trustee an Officer’s 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 of all Outstanding Debt Securities and related coupons have been complied with. 

  
 35 







 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 or trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Debt 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 or 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. 
 Upon the satisfaction of
the conditions set forth in this Section 403 with respect to all the Outstanding Debt 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 Debt Securities of such series which are deemed not to be Outstanding
under Clause (iii) of the definition of “Outstanding” 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 this Indenture with respect to any series of Debt Securities, the obligations of the Company to the Trustee under Section 607, and the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003, shall survive with respect to such series of Debt Securities. 

ARTICLE FIVE 
 Remedies

 Section 501    Events of Default. 

“Event of Default,” wherever used herein with respect to Debt 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, 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 the principal of (or premium, if any, on) any
Debt Security of such series at its Maturity; or 
 (2)    default in the payment of any interest upon
any Debt Security of such series or a related coupon, if any, when it becomes due and payable, and continuance of such default for a period of 30 days; or 

(3)    default in the deposit of any sinking fund payment, when and as due by the terms of a Debt Security
of such 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 Debt
Securities of a 

  
 36 







 
series other than such series), and continuance of such default or breach for a period of 90 days after there has been given, 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 Debt Securities of such series, a 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 adjudging the Company as bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or State law, or 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 the consent by it to the entry of 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 the consent by it to the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official
of the Company, or the making by it of an assignment for the benefit of creditors; or 
 (7)    any other
Event of Default, if any, provided with respect to Debt Securities of such series specified as contemplated by Section 301. 

Section 502    Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing (other than an Event of
Default referred to in Section 501(5) or (6)), then and in every such case the Trustee or the Holders of not less than 25% in principal amount of Outstanding Debt Securities of such series may declare the principal
amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of and all accrued but unpaid interest on all the Debt Securities of such
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Upon
payment of such amount, all obligations of the Company in respect of the payment of principal of the Debt Securities of such series shall terminate. If an Event of Default specified in Section 501(5) or
(6) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Debt Securities shall ipso facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. 

  
 37 







 At any time after such a declaration of acceleration with respect to Debt 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 Debt Securities of such
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 installments of interest on all Debt Securities of such series and any related coupons,

 (B)    the principal of (and premium, if any, on) any Debt Securities of such series which have become
due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Debt Securities, 

(C)    to the extent that payment of such interest is lawful, interest upon overdue installments of
interest on each Debt Security and any related coupons at the rate or rates prescribed therefor in such Debt Securities, and 

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

(2)    all Events of Default with respect to Debt Securities of such series, other than the non-payment of the principal of Debt Securities of such series and interest thereon 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 installment of interest on any Debt Security or any related
coupon 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 Debt Security at the
Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities and any related
coupons, the amount then due and payable on such Debt Securities and coupons for principal (and premium, if any) and interest and, to the extent that 

  
 38 







 
payment of such interest shall be legally enforceable, interest upon the overdue principal (and premium, if any) and, upon overdue installments of interest, at the rate or rates prescribed
therefor in such Debt Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 
 If 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 sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Debt
Securities and coupons and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Debt Securities and coupons, wherever situated. 

If an Event of Default with respect to Debt 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 Debt 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 proceedings, or any voluntary or involuntary case under the federal Bankruptcy Laws as now or hereafter constituted, relative to the Company or any other obligor upon the Debt Securities of a particular series or any related coupons or the
property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of such Debt 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 proceedings or otherwise, 

(1)    to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing
and unpaid in respect of the Debt Securities of such series and any related coupons and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 

(2)    to collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; 
 and any receiver, assignee, trustee, custodian, liquidator, sequestrator or other similar official in any such proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 

  
 39 







 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or any coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding. 
 Section 505    Trustee May Enforce Claims without
Possession of Debt Securities or Coupons. 
 All rights of action and claims under this Indenture or the Debt Securities or coupons may
be prosecuted and enforced by the Trustee without the possession of any of the Debt 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 Debt 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 (and premium, if any) or interest, upon presentation of the Debt Securities or any 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; 
 SECOND:    To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest on the Debt Securities and any 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 Debt Securities and any coupons for principal (and premium, if any) and interest, respectively. The Holders of each series of Debt Securities denominated in Euro, any other composite currency or a Foreign Currency and
any matured coupons relating thereto shall be entitled to receive a ratable portion of the amount determined by the Exchange Rate Agent by converting the principal amount Outstanding of such series of Debt Securities and matured but unpaid interest
on such series of Debt Securities in the currency in which such series of Debt Securities is denominated into Dollars at the Exchange Rate as of the date of declaration of acceleration of the Maturity of the Debt Securities; and 

THIRD:    The balance, if any, to the Company. 

  
 40 







 Section 507    Limitation on Suits. 

No Holder of any Debt Securities 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 Debt Securities of such series; 
 (2)    the Holders of not less than 25% in principal
amount of the Outstanding Debt Securities of such 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 satisfactory to it 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 Debt Securities of such 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 such Holders, 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 Debt 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 Debt Security or payment of such coupon on the respective Stated Maturity or Maturities expressed
in such Debt Security or coupon (or, in the case of redemption or repayment, on the Redemption Date or the Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. 
 Section 509    Restoration of Rights and
Remedies. 
 If the Trustee or any Holder has instituted any proceedings to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders 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. 

  
 41 







 Section 510    Rights and Remedies
Cumulative. 
 Except as otherwise provided in Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 511    Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Debt 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 may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 512    Control by Holders of Debt Securities. 

The Holders of a majority in principal amount of the Outstanding Debt 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 Debt Securities of such series, provided, that 

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

(2)    subject to the provisions of Section 601, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be unjustly prejudicial to the Holders of Debt Securities
of such series not joining in any such direction; and 
 (3)    the Trustee may take any other action
deemed necessary 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 Debt Securities of any series may on behalf of the Holders of
all the Debt Securities of any such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default 

  
 42 







 (1)    in the payment of the principal of (or premium, if
any) or interest on any Debt 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 Debt Security of such series or coupons 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 Debt 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 the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, 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 and expenses, against any party litigant in such suit, having a 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 or 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 Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on
any Debt Security or the payment of any coupons on or after the respective Stated Maturity or Maturities expressed in such Debt Security or coupon (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the
case may be). 
 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 whenever 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 benefits or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted. 
 ARTICLE SIX 

The Trustee 

Section 601    Certain Duties and Responsibilities. 

(a)    Except during the continuance of an Event of Default, 

(i)    the Trustee undertakes to perform 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 

  
 43 







 (ii)    in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, 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
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

(b)    In case an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person would exercise or use under the circumstances in the conduct of his or her 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 
 (i)    this
subsection shall not be construed to limit the effect of subsection (a) of this Section 601; 

(ii)    the Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

(iii)    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 Debt Securities of any series, determined as provided in Section 101, Section 104 and
Section 512, 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
Debt Securities of such series; and 
 (iv)    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. 

(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. 

Section 602    Notice of Default. 

If a default occurs hereunder with respect to Debt Securities of any series and it is known to a Responsible Officer of the Trustee pursuant to
Section 603, the Trustee shall give to all Holders of Debt Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(4) with respect to Debt Securities of such series no such notice to Holders shall be 

  
 44 







 
given until at least 30 days after the occurrence thereof; and provided further, that, except in the case of a default in the payment of principal of (or premium, if any) or
interest on any Debt Security of such series or related coupons or in the payment of any sinking fund installment with respect to Debt 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 and/or a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of the Debt Securities of such series.
For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series. 

Section 603    Certain Rights of Trustee. 

Except as otherwise provided in Section 601: 

(a)    the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any
signature, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) 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 shall 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 Officer’s Certificate; 

(d)    the Trustee may consult with counsel and the 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)    unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company
will be sufficient if signed by an officer of the Company; 
 (f)    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 Debt Securities of such series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 

(g)    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 see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and


  
 45 







 
premises of the Company, personally or by agent or attorney, other than any such books or records containing information as to the affairs of the customers of the Company or any of its
subsidiaries; provided that the Trustee may examine such books and records relating to customers to the extent that such books and records contain information as to any payments made to such customers in their capacity as Holders of Debt
Securities; and provided further that the Trustee shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

(h)    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; no Exchange Rate Agent, Global Exchange Agent, Depositary or
Paying Agent shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any of them. 

(i)    the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references this Indenture and the
relevant Debt Securities; 
 (j)    except with respect to Section 1001, the Trustee shall
have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article Ten or established pursuant to Section 301, and the Trustee shall not be deemed to have knowledge of an Event
of Default except (i) any Default or Event of Default occurring pursuant to Section 1001 or Section 501(1) or (ii) any Default or Event of Default of which the Trustee shall have received
written notification in accordance with Section 603(i) or of which a Responsible Officer of the Trustee has obtained actual knowledge; 

(k)    the Trustee shall not be required to give a note, bond or surety in respect of the trusts and powers under this
Indenture; 
 (l)    the Trustee will not be responsible or liable for any failure or delay in the performance of its
obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control; and 

(m)    no Depositary will be deemed an agent of the Trustee, and the Trustee will not be responsible for any act or
omission by any Depositary. 
 Section 604    Not Responsible for Recitals or Issuance of
Debt Securities. 
 The recitals contained herein and in the Debt Securities, except the Trustee’s certificates of authentication,
and in any coupons, and the information in any registration statement, including all attachments thereto, except information provided by the Trustee therein, shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series or any coupons. The Trustee shall not be accountable for the use or application by the Company of
any Debt Securities or the proceeds thereof. The Trustee shall not be responsible for and makes no representations as to the Company’s ability or authority to issue Bearer Securities or the lawfulness thereof. 

  
 46 







 Section 605    May Hold Debt Securities or
Coupons. 
 The Trustee, any Paying Agent, the Security Registrar or any other agent of the Company or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and coupons, and, subject to Section 608 and Section 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such agent. 

Section 606    Money Held in Trust. 

Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by law.
Neither the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

Section 607    Compensation and Reimbursement. 

The Company agrees 

(1)    to pay to the Trustee from time to time such compensation for all services rendered by it hereunder
which shall have been separately agreed to from time to time in writing by the Company and the Trustee (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, disbursement or advance as may be attributable to its negligence or willful misconduct; and 

(3)    to fully indemnify the Trustee for, and to hold it harmless against, any and all claims, losses,
liabilities, damages or expenses (including taxes other than taxes based upon the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this
trust or performance of its duties 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. 

As security for the performance of the obligations of the Company under this Section the Trustee shall have a claim prior to the Debt
Securities and any coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Debt Securities or any coupons, which lien
shall survive the satisfaction and discharge of this Indenture. 

  
 47 







 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 501(5) or (6) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law. 
 Section 608    Disqualification; Conflicting Interests. 

If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
with respect to Debt Securities of any series by virtue of being a trustee under this Indenture with respect to any particular series of Debt Securities. 

Section 609    Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder which shall be a corporation that is eligible pursuant to the Trust Indenture Act to act as
such and organized and doing business under the laws of the United States, 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 $5,000,000,
and subject to supervision or examination by federal or State authority; provided, however, that if Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission under the Trust Indenture Act at any time permit
a corporation organized and doing business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other jurisdiction to serve as Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
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 promptly in the manner and with the effect hereinafter specified in this Article. 

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 under Section 611. 

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

(c)    The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a
majority in principal amount of the Outstanding Debt 

  
 48 







 
Securities of such series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days of
receipt of such Act specifying removal, the removed Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series. 

(d)    If at any time: 

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

(2)    the Trustee shall cease to be eligible under Section 609 with respect to
any series of Debt Securities and shall fail to resign after written request therefor by the Company or by any such Holder, or 

(3)    the Trustee shall become incapable of acting with respect to any series of Debt Securities or a
decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Trustee in an involuntary case under the federal Bankruptcy Laws, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or other similar
official of the Trustee or of its property or affairs, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, or 

(4)    the Trustee shall commence a voluntary case under the federal Bankruptcy Laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator or other similar official
of the Trustee or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such
action, 
 then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to such series or (ii) subject to
Section 514, any Holder who has been a bona fide Holder of a Debt Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee for the Debt Securities of such series and the appointment of a successor Trustee. In addition, the Company may remove the Trustee if the Company shall determine by a Board Resolution that the services provided by the
Trustee hereunder may be obtained at a substantially lower cost to the Company. 
 (e)    If the Trustee shall resign,
be removed or become incapable of acting with respect to any series of Debt Securities, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Debt Securities of one or more series, the Company, by a Board
Resolution, 

  
 49 







 
shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Debt Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Debt 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 Debt Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Debt 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, become the
successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Debt Security of such series for at least six months may, subject to Section 514, 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 Debt Securities of such series. 

(f)    The Company shall give notice of each resignation and each removal of the Trustee with respect to the Debt
Securities of any series and each appointment of a successor Trustee with respect to the Debt Securities of any series by giving notice of such event to the Holders of Registered Securities, if any, of such series as their names and addresses appear
in the Security Register and, if Debt 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 Debt Securities of such series and the address of its Corporate Trust Office. 

Section 611    Acceptance of Appointment by Successor. 

(a)    In the case of an appointment hereunder of a successor Trustee with respect to all Debt 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 request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges due under Section 607 hereof, 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 the
case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Company, the retiring Trustee upon payment of its charges and each successor Trustee with respect to the Debt
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 Debt Securities of that 

  
 50 







 
or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt 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 Debt Securities of that or those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the
appointment of such successor Trustee relates; but, on the 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 Debt 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. 
 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 of 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, without the executing or filing of any paper or any further act on the part of any of the parties hereto. In case any
Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, consolidation or sale to such authenticating Trustee may adopt such authentication and deliver the Debt Securities
so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities. In case any Debt Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate
and deliver such Debt Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 

  
 51 







 Section 613    Preferential Collection of Claims
Against Company. 
 If and when the Trustee shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding collection of claims against the Company (or any such other obligor). 

Section 614    Authenticating Agent. 

The Trustee shall upon Company request appoint one or more authenticating agents with respect to one or more series of Debt Securities which
shall be authorized on behalf of the Trustee in authenticating Debt Securities of such series in connection with the issue, delivery, registration of transfer, exchange, partial redemption or repayment of such Debt Securities. Wherever reference is
made in this Indenture to the authentication of Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication 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 must be acceptable to the Company and must be a corporation organized and doing business under the laws of the United States or of
any state, having a combined capital and surplus of at least $1,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities or the equivalent foreign authority in the case of
an authenticating agent who is not organized and doing business under the laws of the United States or of any state thereof or the District of Columbia. 

Any corporation succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without
the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent. 
 An authenticating agent
may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one
or more series of Debt Securities by giving written notice of termination 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 an authenticating agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. 

The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 607. 
 The provisions of
Section 104, Section 111, Section 306, Section 309, Section 603, Section 604,
Section 605 and Section 607 shall be applicable to any authenticating agent. 

  
 52 







 Pursuant to each appointment made under this Section, the Debt Securities of each series covered
by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: 

This is one of the Debt Securities, of the series designated herein, described in the within-mentioned
Indenture. 
  

			
	[                    ]
		
	By	 	  

		 	As Authenticating Agent for the Trustee
		
	By	 	  

		 	Authorized Signatory
	Dated	 	
                     




 ARTICLE SEVEN 

Holders’ Lists and Reports By Trustee and Company 

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

The Company will furnish or cause to be furnished to the Trustee with respect to Debt Securities of each series for which it acts as Trustee:

 (1)    semi-annually, not more than 15 days after the Regular Record Date in respect of the Debt
Securities of such series or on May 15 and November 15 of each year with respect to each series of Debt Securities for which there are no Regular Record Dates, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities as of such Regular Record Date or May 1 or November 1, as the case may be, and 

(2)    at such other times as the Trustee may request in writing, within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 

provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list need be furnished. 

Section 702    Preservation of Information; Communications to Holders. 

(a)    The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of
Registered Securities contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of Registered Securities received by the Trustee in its capacity as Paying
Agent or Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The Trustee shall preserve for at least two years the names and
addresses of Holders of Bearer Securities filed with the Trustee by such Holders. 

  
 53 







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

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

Section 703    Reports by Trustee. 

(a)    Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Debt
Securities pursuant to this Indenture and at any other time required by the Trust Indenture Act, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture and such other matters as may be required
pursuant to the Trust Indenture Act in the manner required by the Trust Indenture Act. 
 (b)    A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Debt Securities of such series are listed, with the Commission and also with the Company. The Company will notify the Trustee
when any series of Debt Securities are listed on any stock exchange. 

Section 704    Reports by Company. 

So long as any of the Securities remain Outstanding, the Company shall file with the Trustee, within 15 days after the Company files the same
with the Commission, copies of the annual reports and of the information, documents, and other reports which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. The filing of
such reports, information and documents with the Commission on EDGAR (or any successor system thereto) shall be deemed to constitute filing of such reports, information and documents with the Trustee; provided that the Company shall provide a
physical or electronic copy thereof to the Trustee promptly following a request therefor from the Trustee. The Company shall also comply with the provisions of Section 314(a) of the Trust Indenture Act. 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates). 
 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 Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless: 
 (1)    (A) the Company shall be the continuing entity or
(B) the resulting, surviving or transferee Person (the “Successor”) be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or any political subdivision
of the foregoing; 

  
 54 







 (2)    the Successor (if not the Company) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, all the obligations of the Company under the Securities and this Indenture; and 

(3)    immediately after giving effect to such transaction, no Event of Default shall have happened and be
continuing. 
 Section 802    Successor Corporation Substituted. 

Upon any consolidation with or merger into any other Person, or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the Successor 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 the
Successor had been named as the Company herein, and thereafter, except in the case of a lease of the properties and assets of the Company substantially as an entirety, the Company (which term for this purpose shall mean the Person named as the
“Company” in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner presented in this Article) shall be relieved of all obligations and covenants under this Indenture and
the Debt Securities and any coupons. 
 In case of any such consolidation, merger, conveyance, transfer or lease, such changes in
phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 In the event of
any such sale or conveyance (other than a conveyance by way of lease) the Company or any Successor which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be liquidated and dissolved. 
 ARTICLE NINE 

Supplemental Indentures 

Section 901    Supplemental Indentures without Consent of Holders. 

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

(1)    to evidence the succession of a Successor, and the assumption by such Successor of the covenants of
the Company herein and in the Debt Securities; or 
 (2)    to add to the covenants of the Company, for
the benefit of the Holders of all or any series of Debt Securities or coupons (and if such covenants are to be for the benefit of less than all series of Debt Securities or coupons, stating that such covenants are expressly being included solely for
the benefit of such series); or 

  
 55 







 (3)    to secure all or any series of Debt Securities (and if
such security is to be applicable to less than all series of Debt Securities, stating that such security is expressly being included solely to be applicable to such series); or 

(4)    to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to surrender
any right or power herein conferred upon the Company; or 
 (5)    to add any additional Events of
Default (and if such Events of Default are to be applicable to less than all series of Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or 

(6)    in the case of subordinated Debt Securities, to make any change relating to subordination that would
limit or terminate the benefits available to any holder of senior indebtedness, provided that such change is made in accordance with the provisions of such senior indebtedness; or 

(7)    to add to, change or eliminate 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
Bearer Securities to be issued in exchange for Registered Securities of other authorized denominations or to permit or facilitate the issuance of Debt Securities in uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Debt Securities of any series or any related coupons in any material respect; or 

(8)    to add to, change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination (a) shall become effective only when there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisions or
(b) shall not apply to any such then-Outstanding Debt Security; or 
 (9)    to add to, change or
eliminate any of the provisions of this Indenture to comply with requirements of the Trust Indenture Act, or to make any change that may be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or 

(10)    to comply with the rules of any applicable securities depository; or 

(11)    to establish the form or terms of Debt Securities of any series as permitted by
Section 201 and Section 301; or 
 (12)    to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt 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 

  
 56 







 (13)    to cure any ambiguity, omission, defect or
inconsistency; or 
 (14)    to conform any provision of this Indenture, any supplemental indenture, one
or more series of Debt Securities or any related guarantees or security documents to the description thereof contained in any prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of Debt Securities
of such series to the extent that such description was intended to be a substantially verbatim recitation of a provision in the indenture, such securities or any related guarantees or security documents; or 

(15)    to make any other change that will not adversely affect the interests of the Holders of the Debt
Securities of any series or any related coupons in any material respect. 
 Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent of the holders of any of the Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 902. 

Section 902    Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Debt Securities of all series affected by
such supplemental indenture, acting together as a class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture of such Debt Securities of such series
and any related coupons; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security or coupon affected thereby, 

(1)    change the Stated Maturity of the principal or any installment of principal of any Debt Security; or

 (2)    reduce the principal amount of any Debt Security or any premium payable upon redemption or
repayment thereof; or 
 (3)    reduce the rate of or extend the time for payment of interest on any Debt
Security; or 
 (4)    to reduce any amount payable on redemption of any Debt Security; or 

(5)    to change the coin or currency in which any Debt Security, the interest thereon or any coupon is
payable or any premium payable upon redemption or repayment thereof; or 
 (6)    to impair the right to
institute suit for the enforcement of any such payment of principal amount of or premium, if any, or interest on, or any other amounts payable under, any Debt Security on or after the Stated Maturity thereof (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may be); or 

  
 57 







 (7)    to reduce the percentage in principal amount of the
Outstanding Debt 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 1404 for quorum or voting; or 

(8)    modify any of the provisions of this Section, Section 513 or
Section 1006, 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 Debt Security affected
thereby; provided, however, that this Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and
Section 1006, or the deletion of this proviso, in accordance with the requirements of Section 611(b) and Section 901(12). 

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 Debt Securities, or which modifies the rights of the Holders of Debt 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 Debt Securities of any other series. 
 It shall not be necessary for any Act of Holders of the Debt
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. 

After a supplemental indenture or waiver under this Article Nine becomes effective, the Company shall give notice to the Holders of Debt
Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or
publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 

Section 903    Execution of Supplemental Indentures. 

Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of any consent of Holders required by Section 902, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. 

In executing any supplemental indenture permitted by this Article, 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 

  
 58 







 
this Indenture; provided, however, that such Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a
series of Securities pursuant to Section 301 hereof. 

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 Debt 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 Debt Securities to Supplemental Indentures. 

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

Covenants 

Section 1001    Payment of Principal, Premium and Interest. 

The Company covenants and agrees for the benefit of each series of Debt Securities and any related coupons that it will duly and punctually pay
the principal of (and premium, if any) and interest on the Debt Securities and any related coupons in accordance with the terms of the Debt Securities, any related coupons 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 Debt 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. 

The Company will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities (but, except as
otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Debt Securities may be surrendered for registration of transfer or


  
 59 







 
exchange and where notices and demands to or upon the Company in respect of the Debt Securities and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities,
the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Debt Securities of such series and the related coupons may
be presented and surrendered for payment (including payment of any additional amounts payable on Debt Securities of such series pursuant to Section 1004); provided, however, that if the Debt Securities of such series
are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in any required city located outside the United States so long as the Debt Securities of such
series are listed on such exchange. 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 or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices or demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to
receive all presentations, surrenders, notices and demands, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities
of that series pursuant to Section 1004) at the place specified for the purpose pursuant to Section 301(5). 

No payment of principal of, 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 denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium, interest
or additional amounts in Dollars 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 and the
Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 301 with respect to any series of Debt Securities, at the option of the Holder
of any Bearer Security or related coupon, payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account
in such currency maintained by the payee with a bank located outside the United States. 
 The Company may also from time to time designate
one or more other offices or agencies (in or outside of such Place of Payment) where the Debt Securities of one or more series and any related coupons (subject to the preceding paragraph) may be presented or surrendered for any or all such purposes,
and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for any series
of Debt Securities for such purposes. The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such other office or agency. 

  
 60 







 Section 1003    Money for Debt 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 Debt
Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Debt Securities of such series and any related coupons, 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 so to act.

 Whenever the Company shall have one or more Paying Agents with respect to any series of Debt Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the Debt Securities of such series and any related coupons, 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 with respect to any series of Debt 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
Debt Securities of such series and any related coupons 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; 

(2)    give the Trustee notice of any default by the Company (or any other obligor upon the Debt Securities
of such series or any related coupons) in the making of any payment of principal of (and premium, if any) or interest on the Debt Securities of such series or any related coupons; 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 terminating
its obligations under this Indenture with respect to Debt Securities of any series 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 principal and interest received on the Eligible Instruments deposited with the Trustee or 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 Debt Security of any 

  
 61 







 
series or any related coupons or any money on deposit with the Trustee or any Paying Agent representing amounts deducted from the Redemption Price or Repayment Price with respect to unmatured
coupons not presented upon redemption or exercise of the Holder’s option for repayment pursuant to Section 1106 or Section 1303 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 Debt 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 (including the principal and interest received on Eligible
Instruments deposited with the Trustee), and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, and each Place of Payment or given 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 from the date of such publication or giving of notice, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 1004    Payment of Additional Amounts. 

If the Debt Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Debt Security of
any series or any coupon appertaining thereto additional amounts upon the terms and subject to the conditions 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 Debt Security of any series or any related coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in the terms of such Debt Securities and 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. 

If the Debt 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 Debt Securities (or if the Debt 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 Officer’s Certificate, the Company will
furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of
(and premium, if any) or interest on the Debt Securities of that series shall be made to Holders of Debt 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 Debt Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such
Holders of Debt Securities or coupons and the Company will pay to the 

  
 62 







 
Trustee or such Paying Agent the additional amounts, if any, required by the terms of such Debt Securities and the first paragraph of 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 Officer’s Certificate furnished pursuant to this Section. 

Section 1005    Officer’s Certificate as to Default. 

The Company will deliver to the Trustee, on or before a date not more than four months after the end of each fiscal year of the Company ending
after the date hereof, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture,
and, if the Company shall be in default, specifying all such defaults and the nature thereof of which they may have knowledge. 

Section 1006    Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any covenant or condition applicable to the Debt Securities of any series
pursuant to Section 301 unless such covenant or condition is determined pursuant to Section 301 not to be subject to this provision if, before the time for such compliance the Holders of at least a
majority in principal amount of all series of the Debt Securities at the time Outstanding to which such covenant or condition applies shall, acting together as a class, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant 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 covenant or condition shall remain in full force and effect. 
 ARTICLE
ELEVEN 
 Redemption of Debt Securities 

Section 1101    Applicability of Article. 

Debt 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 Debt 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 Debt Securities shall be evidenced by a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Debt Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount and the tenor and terms of the Debt Securities of any series to be redeemed. In the case of any redemption of Debt Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Debt Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction. 

  
 63 







 Section 1103    Selection by Trustee of Debt
Securities to be Redeemed. 
 Except as otherwise specified as contemplated by Section 301 for Debt Securities
of any series, if less than all the Debt Securities of any series with like tenor and terms are to be redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Debt Securities of such series with like tenor and terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series or any integral multiple thereof which is also an authorized denomination) of the principal amount of Registered Securities or Bearer Securities (if issued in more than
one authorized denomination) of such series of a denomination larger than the minimum authorized denomination for Debt Securities of such series. 

The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt
Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate, in the case of any Debt Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt Security 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, to each Holder of Debt Securities to be redeemed. 
 All notices of redemption shall state: 

(1)    the Redemption Date; 

(2)    the Redemption Price; 

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

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

(5)    the Place or Places of Payment where such Debt Securities, together in the case of Bearer Securities
with all coupons, if any, appertaining thereto maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price; 

  
 64 







 (6)    that Bearer Securities may be surrendered for payment
only at such place or places which are outside the United States, except as otherwise provided in Section 1002; 

(7)    that the redemption is for a sinking fund, if such is the case; and 

(8)    the CUSIP number, if any. 

A notice of redemption published as contemplated by Section 106 need not identify particular Registered Securities
to be redeemed. 
 Notice of redemption of Debt 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 and/or, to the extent the Debt Securities to be redeemed are denominated and payable in Dollars only, Eligible Instruments the
payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption
Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or Paying Agents located outside the United
States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301. 
  

Section 1106    Debt Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Debt Securities 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 Debt 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 Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at
the Redemption Price, together with accrued interest 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 Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their
terms and the provisions of Section 307. 

  
 65 







 If any Bearer Security surrendered for redemption shall not be accompanied by all related coupons
maturing after the Redemption Date, such Bearer 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 Bearer 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 without interest thereon; provided, however, that interest
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 Debt 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 Debt Security. 

Section 1107    Debt Securities Redeemed in Part. 

Any Registered Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security Registrar 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 Debt Security without service charge, a new Registered Security or Registered Securities of the same series and of like tenor and terms,
of any authorized denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered. 

ARTICLE TWELVE 
 Sinking
Funds 
 Section 1201    Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund for the retirement of Debt Securities of a series except as otherwise
specified as contemplated by Section 301 for Debt Securities of such series. 
 The minimum amount of any sinking
fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Debt Securities of
any series is herein referred to as an “Optional Sinking Fund Payment”. If provided for by the terms of Debt Securities of any series, the 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 Debt Securities of any series as provided for by the terms of Debt Securities of such series. 

  
 66 







 Section 1202    Satisfaction of Sinking Fund
Payments with Debt Securities. 
 The Company (1) may deliver Outstanding Debt 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 Debt Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Debt Securities or through the application of permitted Optional Sinking Fund Payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Debt Securities of such series required to be made pursuant to the terms of such Debt Securities as provided for by the terms of such series; provided that such Debt Securities have not been previously so credited.
Such Debt Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly. If as a result of the delivery or credit of Debt Securities in lieu of cash payments pursuant to this Section 1202, the principal amount of Debt Securities to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call Debt Securities for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding
sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon
delivery by the Company to the Trustee of Debt Securities purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company. 

Section 1203    Redemption of Debt Securities for Sinking Fund. 

Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities (unless a shorter period shall be satisfactory
to the Trustee), the Company will deliver to the Trustee an Officer’s 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, the portion thereof, if any, which is to be satisfied by crediting Debt Securities of that series pursuant to Section 1202 and the basis for any such credit and, prior to or concurrently with
the delivery of such Officer’s Certificate, will also deliver to the Trustee any Debt Securities to be so credited and not theretofore delivered to the Trustee. Not less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee shall select the Debt 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 Debt Securities shall be made upon the terms and in the
manner stated in Section 1105, Section 1106 and Section 1107. 

  
 67 







 ARTICLE THIRTEEN 

Repayment at the Option of Holders 

Section 1301    Applicability of Article. 

Debt Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in
accordance with their terms and (except as otherwise specified pursuant to Section 301 for Debt Securities of such series) in accordance with this Article. 

Section 1302    Repayment of Debt Securities. 

Each Debt Security which is subject to repayment in whole or in part at the option of the Holder thereof on a Repayment Date shall be repaid at
the applicable Repayment Price together with interest accrued to such Repayment Date as specified pursuant to Section 301. 

Section 1303    Exercise of Option; Notice. 

Each Holder desiring to exercise such Holder’s option for repayment shall, as conditions to such repayment, surrender the Debt Security to
be repaid in whole or in part together with written notice of the exercise of such option at any office or agency of the Company in a Place of Payment, not less than 30 nor more than 45 days prior to the Repayment Date; provided, however,
that surrender of Bearer Securities together with written notice of exercise of such option shall be made at an office or agency located outside the United States except as otherwise provided in Section 1002. Such notice,
which shall be irrevocable, shall specify the principal amount of such Debt Security to be repaid, which shall be equal to the minimum authorized denomination for such Debt Security or an integral multiple thereof, and shall identify the Debt
Security to be repaid and, in the case of a partial repayment of the Debt Security, shall specify the denomination or denominations of the Debt Security or Debt Securities of the same series to be issued to the Holder for the portion of the
principal of the Debt Security surrendered which is not to be repaid. 
 If any Bearer Security surrendered for repayment shall not be
accompanied by all unmatured coupons and all matured coupons in default, such Bearer Security may be paid after deducting from the Repayment 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 Bearer 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 Repayment Price, such Holder shall be entitled to receive the amount so deducted without interest thereon;
provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States except as otherwise provided in Section 1002. 

The Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Securities of the same series, of any authorized denomination specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Registered Security so
surrendered which is not to be repaid. 

  
 68 







 The Company shall execute and the Trustee shall authenticate and deliver without service charge
to the Holder of any Bearer Security so surrendered a new Registered Security or Securities or new Bearer Security or Securities (and all related unmatured coupons and matured coupons in default) or any combination thereof of the same series of any
authorized denomination or denominations specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Debt Security so surrendered which is not to be paid; provided, however, that the
issuance of a Registered Security therefor shall be subject to applicable laws and regulations, including provisions of the United States federal income tax laws and regulations in effect at the time of the exchange; neither the Company, the Trustee
nor the Security Registrar shall issue Registered Securities for Bearer Securities if it has received an Opinion of Counsel that as a result of such issuance the Company would suffer adverse consequences under the United States federal income tax
laws then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such issuances thereafter unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver
copies of such Company Order to the Security Registrar. 
 For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the repayment of Debt Securities shall relate, in the case of any Debt Security repaid or to be repaid only in part, to the portion of the principal of such Debt Security which has been or is to be repaid. 

Section 1304    Election of Repayment by Remarketing Entities. 

The Company may elect, with respect to Debt Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity, at any time prior to any Repayment Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment Price, Debt Securities of such series from the Holders thereof who give notice and surrender their
Debt Securities in accordance with Section 1303. 

Section 1305    Securities Payable on the Repayment Date. 

Notice of exercise of the option of repayment having been given and the Debt Securities so to be repaid having been surrendered as aforesaid,
such Debt Securities shall, unless purchased in accordance with Section 1304, on the Repayment Date become due and payable at the price therein specified and from and after the Repayment Date such Debt Securities shall
cease to bear interest and shall be paid on the Repayment Date, and the coupons for such interest appertaining to Bearer Securities so to be repaid, except to the extent provided above, shall be void, unless the Company shall default in the payment
of such price in which case the Company shall continue to be obligated for the principal amount of such Debt Securities and shall be obligated to pay interest on such principal amount at the rate borne by such Debt Securities from time to time until
payment in full of such principal amount. 

  
 69 







 ARTICLE FOURTEEN 

Meetings of Holders of Debt Securities 

Section 1401    Purposes for Which Meetings May Be Called. 

If Debt Securities of a series are issuable in whole or in part as Bearer Securities, a meeting of Holders of Debt 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 Act provided by this Indenture to be made, given or taken by Holders of
Debt Securities of such series. 
 Section 1402    Call, Notice and Place of Meetings.

 (a)    The Trustee may at any time call a meeting of Holders of Debt Securities of any series issuable as Bearer
Securities for any purpose specified in Section 1401, 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 Debt 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 Debt Securities of any series shall have requested the Trustee to call a meeting of the Holders of Debt Securities of such series for any purpose
specified in Section 1401, 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
21 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 Debt 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 subsection (a) of this Section. 

Section 1403    Persons Entitled to Vote at Meetings. 

To be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Debt 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 Debt 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 Debt Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel. 
 Section 1404    Quorum; Action. 

The Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of a series shall constitute a quorum for a
meeting of Holders of Debt Securities of such series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, 

  
 70 







 
the meeting shall, if convened at the request of Holders of Debt Securities of such series, be dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period of
not less than 10 days as determined by the chairperson of the meeting prior to the adjournment 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 chairperson of the meeting prior to the adjournment of such adjourned meeting. Notice of this reconvening of any adjourned meeting shall be given as provided in Section 1402(a), except that such
notice need 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 expressly the percentage, as provided above, of the principal
amount of the Outstanding Debt 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 majority in principal amount of
the Outstanding Debt Securities of that series, provided however, 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 Act 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 Debt Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened 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 Debt Securities of that series. 

Any resolution passed or decision taken at any meeting of Holders of Debt Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Debt Securities of such series and the related coupons, whether or not present or represented at the meeting. 

Section 1405    Determination of Voting Rights; Conduct and Adjournment of Meetings. 

(a)    Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Debt Securities of such series in regard to proof of the holding of Debt 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 Debt 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, in the
case of Bearer Securities, 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. 

(b)    The Trustee shall, by an instrument in writing, appoint a temporary chairperson of the meeting, unless the meeting
shall have been called by the Company or by Holders of Debt Securities as provided in Section 1402(b), in which case the Company or the Holders of Debt 

  
 71 







 
Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairperson. A permanent chairperson 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 Debt Securities of such series represented at the meeting. 

(c)    At any meeting each Holder of a Debt Security of such series or proxy shall be entitled to one vote for each $1,000
principal amount (or the equivalent in Euro, any other composite currency or a Foreign Currency) of Debt 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 Debt Security challenged as not Outstanding and ruled by the chairperson of the meeting not to be Outstanding. The chairperson of the meeting shall have no right to vote, except as a Holder of a Debt Security of such series or proxy. 

(d)    Any meeting of Holders of Debt Securities of any series duly called pursuant to
Section 1402 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 Debt Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice. 
 Section 1406    Counting
Votes and Recording Action of Meetings. 
 The vote upon any resolution submitted to any meeting of Holders of Debt Securities of any
series shall be by written ballots on which shall be subscribed the signatures of the Holders of Debt Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Debt Securities of
such series held or represented by them. The permanent chairperson 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 verified written 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 Debt 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 1402 and, if applicable, Section 1401. Each copy shall be signed and verified by the affidavits of the permanent chairperson 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. 
 ARTICLE FIFTEEN 

Defeasance 

Section 1501    Termination of Company’s Obligations. 

If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any
series of Debt Securities and if the Company deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on
which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt 

  
 72 







 
Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the
scheduled due dates therefor at the Stated Maturity thereof, the Company’s obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt
Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(5) or
Section 501(6) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach 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, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of
such series and this Indenture (a) to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or
payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited, (b) concerning mutilated, destroyed, lost or stolen Debt Securities and the maintenance of an office or agency for payment
and money for security payments held in trust, and (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations therewith. 

It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to
the provisions of this Section with respect to the Debt Securities of any series under any covenant determined pursuant to Section 301 to be subject to this Section that the Company deliver to the Trustee (i) an
Opinion of Counsel to the effect that: (a) Holders of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination and
(b) such Holders (and future Holders) will be subject to tax in the same amount, manner and timing as if such deposit and termination had not occurred, (ii) an Officer’s Certificate to the effect that under the laws in effect on the
date such money and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after payment of all federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any)
and interest when due on the Debt Securities of such series and any coupons appertaining thereto; and (iii) an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
defeasance contemplated in this Section have been complied with. 
 It shall be an additional condition to the deposit of cash and/or
Eligible Instruments and the termination of the Company’s obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the
Debt Securities of any series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and
termination. 
 After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the
Company’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section. 

  
 73 







 Section 1502    Repayment to Company. 

The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any money or Eligible Instruments not required for the
payment of the principal of (and premium, if any) and interest on the Debt Securities of any series and any related coupons for which money or Eligible Instruments have been deposited pursuant to Section 1501 held by them
at any time. 
 The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any money held by them for the
payment of principal (and premium, if any) and interest that remains unclaimed for two years after the Maturity of the Debt Securities for which a deposit has been made pursuant to Section 1501. After such payment to the
Company, the Holders of the Debt Securities of such series and any related coupons shall thereafter, as unsecured general creditors, look only to the Company for the payment thereof. 

Section 1503    Indemnity for Eligible Instruments. 

The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the deposited
Eligible Instruments or the principal or interest received on such Eligible Instruments. 

  
 74 







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

					
	C.H. ROBINSON WORLDWIDE, INC.
		
	By:	 	 /s/ Andrew C.
Clarke                    

		 	Name: Andrew C. Clarke
		 	Title:   Chief Financial Officer
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Donald T.
Hurrelbrink                    

		 	Name: Donald T. Hurrelbrink
		 	Title:   Vice President



  
 [Signature Page to
Base Indenture] 







 EXHIBIT A-1 

[Form of Certificate of Beneficial Ownership by a Non-United States Person or by Certain Other
Persons] 
 Certificate 

C.H. ROBINSON WORLDWIDE, INC. 

[Insert title or sufficient description of Debt Securities to be delivered] 

Reference is hereby made to the Indenture dated as of April 11, 2018 (the “Indenture”) between C.H. Robinson Worldwide, Inc.
and U.S. Bank National Association (the “Trustee”), covering the above-captioned Debt Securities. This is to certify that as of the date
hereof,                     principal amount of Debt Securities credited to you for our account (i) is owned by persons that are not United
States Persons, as defined below; (ii) is owned by United States Persons that are (a) foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) (“financial institutions”) purchasing for their own account or for resale, or (b) United States Persons who acquired the Debt Securities through foreign
branches of United States financial institutions and who hold the Debt Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution encloses
herewith a certificate in the form of Exhibit A-2 to the Indenture); or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions described in Clause (iii) above (whether or not also described in Clause
(i) or (ii)) certify that they have not acquired the Debt Securities for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions. 

[Insert if certificate does not relate to an interest payment--We undertake to advise you by tested
telex followed by written confirmation if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Debt Securities in bearer form as to all of such Debt Securities with respect to such of said Debt
Securities as then appear in your books as being held for our account.] We understand that this certificate is required in connection with United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any
interested party in any administrative or legal proceedings with respect to the matters covered by this certificate. “United States Person” shall mean a citizen or resident of the United States of America (including the District of
Columbia), a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust that is subject to United States federal income taxation regardless of
the source of its income. 
 [This certificate excepts and does not relate to
                 principal amount of Debt Securities credited to you for our account and to which we are not now able to make the certification set forth above. We
understand that definitive Debt Securities cannot be delivered and interest cannot be paid until we are able to so certify with respect to such principal amount of Debt Securities.]* 

Dated:
                                        

 [To be dated on or after 

                     (the date determined as
provided in the Indenture)] 

  
 Exhibit A-1, Page 1 








			
	[Name of Person Entitled to Receive Bearer Security]
	
	  

	(Authorized Signatory)
		
	Name:	 	
                     
                    

	Title:	 	
                     
                    



  
  

	*	Delete if inappropriate 


  
 Exhibit A-1, Page 2 







 EXHIBIT A-2 

[Form of Certificate of Status as a Foreign Branch of a United States Financial Institution] 

Certificate 
 C.H. Robinson
Worldwide, Inc. 
 [Insert title or sufficient description of Debt Securities to be delivered] 

Reference is hereby made to the Indenture dated as of April 11, 2018 (the “Indenture”), between C.H. Robinson Worldwide,
Inc. and U.S. Bank National Association, relating to the offering of the above-captioned Debt Securities (the “Debt Securities”). Unless herein defined, terms used herein have the same meaning as given to them in the Indenture. 

The undersigned represents that it is a branch located outside the United States of a United States securities clearing organization, bank or
other financial institution (as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(v)) that holds customers’ securities in the ordinary course of its trade or business and agrees, and
authorizes you to advise the issuer or the issuer’s agent, that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder and is not purchasing for
resale directly or indirectly to a United States Person or to a person within the United States or its possessions. We undertake to advise you by tested telex followed by written confirmation if the statement in the immediately preceding sentence is
not correct on the date of delivery of the above-captioned Debt Securities in bearer form. 
 We understand that this certificate is
required in connection with the United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings with respect to the matters covered by this
certificate. 
 Dated:
                                        

 [To be dated on or after 

                    
 (the date determined as provided in the Indenture)] 
  

			
	[Name of Person Entitled to Receive Bearer Security]
	
	  

		 	(Authorized Signatory)
	Name:	 	  

	Title:	 	  




  
 Exhibit A-2, Page 1 







 EXHIBIT B 

[Form of Certificate to be Given by Euroclear and Clearstream in Connection with the Exchange of All or a Portion of a Temporary Global
Security or to Obtain Interest Prior to Exchange] 
 Certificate 

C.H. ROBINSON WORLDWIDE, INC. 

[Insert title or sufficient description of Debt Securities to be delivered] 

We refer to that portion,
                    , of the Global Security representing the above-captioned issue [which is herewith submitted to be
exchanged for definitive Debt Securities]* [for which we are seeking to obtain payment of interest]* (the “Submitted Portion”). This is to certify, pursuant to the Indenture dated as of April, 11, 2018 (the
“Indenture”) between C.H. Robinson Worldwide, Inc. and U.S. Bank National Association (the “Trustee”), that we have received in writing, by tested telex or by electronic transmission from member organizations with
respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion a Certificate of Beneficial Ownership by a Non-United States Person or by Certain
Other Persons [and, in some cases, a Certificate of Status as a Foreign Branch of a United States Financial Institution, authorizing us to inform the issuer or the issuer’s agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to
the Indenture. 
 We hereby request that you deliver to the office of
                     in                     
definitive Bearer Securities in the denominations on the attached Schedule A. 
 We further certify that as of the date hereof we have
not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof. 

Dated:
                                        

  

			
	[                                    
                                         
   ],
	as Operator of the Euroclear System] [Clearstream]
		
	By:	 	
                     
                                         
                   



  
  

	*	Delete if inappropriate. 


  
 Exhibit B, Page 1