8-K

AUGUSTA SPINCO CORPORATION

Exhibit 1.1

AUGUSTA SPINCO CORPORATION

$650,000,000 4.321% SENIOR NOTES DUE 2027

$600,000,000 4.398% SENIOR NOTES DUE 2029

$750,000,000 4.656% SENIOR NOTES DUE 2031

$750,000,000 4.945% SENIOR NOTES DUE 2033

$750,000,000 5.245% SENIOR NOTES DUE 2036

UNDERWRITING AGREEMENT

March 17, 2026

BARCLAYS CAPITAL INC.

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

BOFA SECURITIES, INC.

HSBC SECURITIES (USA) INC.

As Representatives of the several

Underwriters named in Schedule I attached hereto,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o HSBC Securities (USA) Inc.

66 Hudson Boulevard

New York, New York 10001

Ladies and Gentlemen:

Augusta SpinCo Corporation, a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Waters Corporation, a Delaware corporation (the “Parent Guarantor”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. are acting as representatives (in such capacity, the “Representatives”), (i) $650,000,000 in aggregate principal amount of the Company’s 4.321% Senior Notes due 2027 (the “2027 Notes”), (ii) $600,000,000 in aggregate principal amount of the Company’s 4.398% Senior Notes due 2029 (the “2029 Notes”), (iii) $750,000,000 in aggregate principal amount of the Company’s 4.656% Senior Notes due 2031 (the “2031 Notes”), (iv) $750,000,000 in aggregate principal amount of the Company’s 4.945% Senior Notes due 2033 (the “2033 Notes”) and (v) $750,000,000 in aggregate principal amount of the Company’s 5.245% Senior Notes due 2036 (the “2036 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package and the Prospectus (each as defined below), and (ii) are to be issued pursuant to an Indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), to be entered into among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a Supplemental Indenture, to be dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to be entered into among the Company, the Guarantors (as defined below) and the Trustee. The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the Parent Guarantor and the other guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the context otherwise requires. This Agreement is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.

1. Representations, Warranties and Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, represent, warrant and agree that:

(a) Registration Statement. An “automatic shelf registration statement,” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-294314) relating to the Notes (i) has been prepared by the Company and the Guarantors in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) is deemed to have become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the Representatives. The Company shall be deemed to have delivered copies of the Registration Statement to the Representatives if the Company has filed such documents with the Commission via the EDGAR filing system (or any successor system). As used in this Agreement:

(i) “Applicable Time” means 5:00 p.m. (New York City time) on March 17, 2026;

(ii) “Base Prospectus” means the base prospectus, dated March 16, 2026, relating to certain securities of the Company, filed as part of the Registration Statement;

(iii) “Effective Date” means the date and time as of which such registration statement became, or is deemed to have become, effective in accordance with the rules and regulations under the Securities Act;

(iv) “Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Notes;

(v) “Preliminary Prospectus” means the Base Prospectus together with any preliminary prospectus supplement relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Securities Act;

(vi) “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable Time, other than a road show that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 under the Securities Act;

(vii) “Prospectus” means the Base Prospectus together with any final prospectus supplement relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Securities Act; and

(viii) “Registration Statement” means, collectively, the various parts of the “automatic shelf registration statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-294314) relating to the Notes, each as amended as of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus, all exhibits to such registration statement and including the information deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date.

Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be and before the date of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any document filed with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act after the Effective Date and before the date of such amendment that is incorporated by reference in the Registration

Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose or pursuant to Section 8A of the Securities Act has been instituted or threatened by the Commission. The Commission has not notified the Company or any Guarantor of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto.

(b) Status as “Well-Known Seasoned Issuer.” At the time of initial filing of the Registration Statement, the Parent Guarantor was, and on the date hereof, the Parent Guarantor is, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to use Form S-3 for the offering of the Notes. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) at the earliest time after the time of initial filing of the Registration Statement that the Company made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Notes. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act)and was filed not earlier than the date that is three years prior to the Closing Date.

(c) Registration Statement Conforms to Requirements of Securities Act and Exchange Act. The Registration Statement conformed and will conform in all material respects on the Effective Date and on the Closing Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the rules and regulations thereunder. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the Closing Date to the requirements of the Securities Act and the rules and regulations thereunder. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.

(d) No Omissions or Material Misstatements in Registration Statement. The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or (ii) information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company and the Guarantors through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) of this Agreement.

(e) No Omissions or Material Misstatements in Prospectus. The Prospectus will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company and the Guarantors through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) of this Agreement.

(f) No Omissions or Material Misstatements in Incorporated Documents. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(g) No Omissions or Material Misstatements in Pricing Disclosure Package. The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company and the Guarantors through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) of this Agreement.

(h) No Omissions or Material Misstatements in Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus listed in Schedule IV hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule IV hereto in reliance upon and in conformity with written information furnished to the Company and the Guarantors through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) of this Agreement.

(i) Issuer Free Writing Prospectus Conforms to Requirements of the Securities Act. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act and rules and regulations thereunder. The Company and the Guarantors have not made any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus except (i) as set forth on Schedule IV and Schedule V hereto or (ii) that which the Representatives have been provided the opportunity to review and to which the Representatives do not reasonably object. The Company has retained in accordance with the Securities Act and the rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act and the rules and regulations thereunder.

(j) Good Standing. Each of the Company, the Guarantors and the significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) of the Parent Guarantor (such significant subsidiaries of the Parent Guarantor, the “Significant Subsidiaries”), has been duly organized and is validly existing and in good standing as a corporation, partnership or limited liability company, as applicable, under the laws of their respective jurisdiction of organization and is duly qualified to do business and is in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, results of operations or business of the Parent Guarantor and its subsidiaries taken as a whole (a “Material Adverse Effect”). Each of the Company, the Guarantors and the Significant Subsidiaries has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged.

(k) Authorized Capital. The Parent Guarantor has an authorized capitalization as set forth under the heading “Description of Capital Stock” in each of the Preliminary Prospectus and the Prospectus as of the date or dates set forth therein, and all of the issued shares of capital stock of the Parent Guarantor have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued shares of capital stock, membership interests or other equity interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid (in the case of any Significant Subsidiary that is a limited liability company, to the extent required by such Significant Subsidiary’s limited liability company agreement, and in the case of any Significant Subsidiary that is a limited partnership, to the extent required by such Significant Subsidiary’s limited partnership agreement) and non-assessable (in the case of any Significant Subsidiary that is a limited liability company or a limited partnership, except as such non-assessability may be affected by applicable law in such Significant Subsidiary’s jurisdiction of organization) (other than directors’ qualifying shares or foreign national qualifying capital stock) and are owned directly or indirectly by the Parent Guarantor, free and clear of all liens, encumbrances, equities or claims (collectively, “Liens”), except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Indenture. The Company and each Guarantor have all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, deliver and perform their respective obligations under the Indenture. The Base Indenture has been duly authorized by the Company and the Parent Guarantor, and upon its execution and delivery, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Company and the Parent Guarantor, enforceable against the Company and the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and remedies generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (such limitations, the “Enforceability Exceptions”). The Supplemental Indenture has been duly authorized by the Company and the Guarantors, and upon its execution and delivery, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. The Indenture has been duly qualified under the Trust Indenture Act. The Indenture will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Prospectus.

(m) Notes. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Notes. The Notes have been duly authorized by the Company and, when duly executed by the Company in accordance with the terms of the Indenture and paid for by the Underwriters in accordance with the terms of this Agreement (assuming the (i) due authorization, execution and delivery of the Notes by the Trustee and (ii) due authentication and delivery of the Notes by the Trustee, in each case in the manner provided for in the Indenture), will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions. The Notes will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Prospectus.

(n) Guarantees. Each Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, deliver and perform its obligations under the Guarantees. The Guarantees have been duly authorized by the Guarantors and, when the Base Indenture and the Supplemental Indenture have been duly executed and delivered by the Guarantors in accordance with their respective terms, as applicable, and upon execution, authentication and delivery of the Notes in the manner provided for in the Indenture (assuming the (i) due authorization, execution and delivery of the Indenture and the Notes by the Trustee and (ii) due authentication and delivery of the Notes by the Trustee, in each case in the manner provided for in the Indenture), the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions. The Guarantees will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Prospectus.

(o) Underwriting Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and the Guarantors.

(p) No Conflicts. The issuance and sale of the Notes, the execution, delivery and performance by the Company and the Guarantors of the Notes, the Guarantees, the Indenture, and this Agreement and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any Lien upon any property or assets of the Company, the Guarantors or the Significant Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantors or any of the Significant Subsidiaries is a party or by which the Company, the Guarantors or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company, the Guarantors or any of the Significant Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or the Guarantors, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of the Significant Subsidiaries or any of their properties or assets, except, with respect to clauses (i) and (iii), conflicts, breaches, violations, defaults or impositions of Liens that would not reasonably be expected to have a Material Adverse Effect.

(q) No Consents. Except for (i) the qualification of the Indenture under the Trust Indenture Act, (ii) the registration of the Notes under the Securities Act, (iii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Notes by the Underwriters, and (iv) such other consents, approvals, authorizations, orders, filings, registrations or qualifications as either the Company, the Guarantors or any Significant Subsidiary, as applicable, is not required to have obtained or made as of the date hereof, but will have been obtained or made prior to the Closing Date, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of the Significant Subsidiaries, as applicable, is required for the issue and sale of the Notes, the execution, delivery and performance by the Company and the Guarantors of the Notes, the Guarantees, the Indenture and this Agreement, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Prospectus and the consummation of the transactions contemplated hereby and thereby.

(r) Historical Consolidated Financial Statements. The historical consolidated financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Pricing Disclosure Package and Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The summary financial information included in the most recent Preliminary Prospectus presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included therein. All disclosures contained or incorporated by reference in the most recent Preliminary Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The most recent Preliminary Prospectus includes or incorporates by reference all financial statements required to be included in the Registration Statement by Regulation S-X under the Securities Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(s) Unaudited Pro Forma Financial Information. The unaudited pro forma financial information included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included or incorporated by reference in the Pricing Disclosure Package. The pro forma financial statements included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities Act.

(t) Independent Public Accountants. (i) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Parent Guarantor, whose report is incorporated by reference in the Pricing Disclosure Package and the Prospectus and who have delivered the PwC Comfort Letter referred to in Section 7(d) hereof, are independent public accountants as required by the Securities Act and the rules and regulations thereunder during the periods covered by the financial statements on which they reported incorporated by reference in the Pricing Disclosure Package and the Prospectus; and (ii) Ernst & Young LLP, who have certified certain financial statements of the Biosciences and Diagnostic Solutions Business of Becton, Dickinson and Company, whose report is incorporated by reference in the Pricing Disclosure Package and the Prospectus and who have delivered the EY Comfort Letter referred to in Section 7(d) hereof, are independent public accountants as required by the Securities Act and the rules and regulations thereunder during the periods covered by the financial statements on which they reported incorporated by reference in the Pricing Disclosure Package and the Prospectus.

(u) Internal Controls. The Parent Guarantor maintains systems of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, its principal executive and principal financial officer, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. The Parent Guarantor maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(v) Disclosure Controls and Procedures. (i) The Parent Guarantor maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), and (ii) such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Parent Guarantor in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including disclosure controls and procedures designed to ensure that such information is accumulated and communicated to the Parent Guarantor’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(w) No Material Weaknesses. Since the date of the most recent balance sheet of the Parent Guarantor and its consolidated subsidiaries reviewed or audited by PricewaterhouseCoopers LLP, (i) the Parent Guarantor has not been advised of or become aware of any material weaknesses in its internal control over financial reporting and (ii) there has been no change in the Parent Guarantor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Parent Guarantor’s internal control over financial reporting.

(x) Compliance with Sarbanes-Oxley Act. There is and has been no failure on the part of the Parent Guarantor and any of the Parent Guarantor’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith.

(y) No Material Adverse Change. Except as described in each of the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package and the Prospectus, (i) the Parent Guarantor and its subsidiaries, considered as one entity, have not (a) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or court or governmental action, order or decree (whether domestic or foreign) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (b) incurred any liability or obligation, direct or contingent, that is material to the Parent Guarantor and its subsidiaries taken as a whole, other than liabilities and obligations that were incurred in the ordinary course of business, and (ii) there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the financial condition, results of operations or business of the Parent Guarantor and its subsidiaries taken as a whole.

(z) Title to Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Company, the Guarantors and the Significant Subsidiaries has good and marketable title in fee simple to all real property and good and marketable title to all personal property reflected as owned by them, in each case free and clear of all Liens, except for such Liens as are described in the Pricing Disclosure Package and the Prospectus or as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company, the Guarantors or any of the Significant Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all assets held under lease by the Company, the Guarantors or any of the Significant Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Company, the Guarantors or any of the Significant Subsidiaries.

(aa) Possession of Licenses and Permits. Each of the Company, the Guarantors and the Significant Subsidiaries are in compliance with and have such permits, licenses, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the Pricing Disclosure Package and the Prospectus, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company, the Guarantors and the Significant Subsidiaries have fulfilled and performed all of their respective obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except

for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, none of the Company, the Guarantors or the Significant Subsidiaries has received notice of any revocation or modification of any such Permits, or has any reason to believe that any such Permits will not be renewed in the ordinary course.

(bb) Possession of Intellectual Property. Each of the Company, the Guarantors and the Significant Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, domain names (in each case including all registrations and applications to register same) and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (“Intellectual Property”) reasonably necessary for the conduct of their respective businesses as now conducted, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. None of the Company, the Guarantors and the Significant Subsidiaries have received any written notice of infringement of any such Intellectual Property by any third parties except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. To the Parent Guarantor’s knowledge, there is no pending or threatened in writing action, suit, proceeding or claim (other than ordinary course proceedings related to the prosecution of any item of Intellectual Property) by any third party challenging any of the Company’s, the Guarantors’ or the Significant Subsidiaries’ rights in or to any such Intellectual Property and there is no pending or threatened in writing action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any such Intellectual Property, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(cc) No Legal or Governmental Proceedings. There are no legal or governmental proceedings pending to which any of the Company, the Guarantors or any of their subsidiaries is a party or of which any property or assets of any of the Company, the Guarantors or any of their subsidiaries is the subject that would, in the aggregate, reasonably be expected to have a Material Adverse Effect or would, in the aggregate, reasonably be expected to have a material adverse effect on the performance of their respective obligations under this Agreement, the Indenture, the Notes, the Guarantees or the consummation of any of the transactions contemplated hereby. To the Parent Guarantor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

(dd) Absence of Defaults and Conflicts. Neither the Parent Guarantor nor any of its Significant Subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) is in violation of any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ee) Environmental Laws. (i) There are no proceedings that are pending, or known by the Parent Guarantor to be contemplated, against any of the Company, the Guarantors or the Significant Subsidiaries under any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants applicable to any of the Company, the Guarantors or the Significant Subsidiaries (“Environmental Laws”), other than proceedings that are not reasonably expected to have a Material Adverse Effect, (ii) the Company, the Guarantors and the Significant Subsidiaries are not aware of any issues regarding compliance with Environmental Laws or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants that would reasonably be expected to have a Material Adverse Effect, and (iii) none of the Company, the Guarantors or their respective subsidiaries anticipates material capital expenditures relating to Environmental Laws.

(ff) Taxes. The Company, the Guarantors and the Significant Subsidiaries have filed all federal, state, local, foreign and other tax returns required to be filed by them, which are correct and complete in all material respects, and have paid all federal, state, local, foreign and other taxes due and payable by them (whether imposed directly or indirectly or through withholding) or have requested or been automatically granted extensions thereof, including any interest, additions to tax, or penalties applicable thereto, each through the date hereof, except (i) for any such tax, fine, penalty or assessment being contested in good faith by the Company, the Guarantors or any of the Significant Subsidiaries, as applicable, or (ii) where failure to file such returns or pay such taxes, assessments, fines or penalties would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(gg) Investment Company Act. Neither the Company nor any of the Guarantors is, and as of the Closing Date, after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom as described under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus, none of them will be, required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(hh) Absence of Stabilization or Manipulation. The Company and its affiliates have not taken, directly or indirectly, any action designed to constitute, or that has constituted, or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of the Notes.

(ii) Distribution of Offering Materials. The Company and the Guarantors have not distributed and, prior to the later to occur of the Closing Date and completion of the distribution of the Notes, will not distribute any offering material in connection with the offering and sale of the Notes other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with Section 5(a)(iv) and any Issuer Free Writing Prospectus set forth on Schedule IV and Schedule V hereto.

(jj) Compliance with Anti-Corruption and Anti-Bribery Laws. None of the Parent Guarantor or any of its subsidiaries or their respective directors or officers, or, to the knowledge of the Parent Guarantor, any of their respective employees, has in the course of its actions for, or on behalf of, the Parent Guarantor or any of its subsidiaries: (i) made any unlawful contribution, gift, or other unlawful expense relating to political activity; (ii) made any direct or indirect bribe, kickback, rebate, payoff, influence payment, or otherwise unlawfully provided anything of value, to any “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (collectively, the “FCPA”)) or domestic government official; or (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended (the “Bribery Act 2010”), or any other applicable anti-corruption or anti-bribery statute or regulation. The Parent Guarantor and its subsidiaries have conducted their respective businesses in compliance with the FCPA, the Bribery Act 2010 and all other applicable anti-corruption and anti-bribery statutes or regulations, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance therewith. Neither the Parent Guarantor nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption or anti-bribery laws.

(kk) Compliance with Money Laundering Laws. The operations of the Parent Guarantor and each of its subsidiaries are and have been conducted in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended by the USA PATRIOT Act of 2001, and the rules and regulations promulgated thereunder, the applicable money laundering and counter-terrorism financing laws, rules, and regulations of the various jurisdictions in which the Parent Guarantor and its subsidiaries conduct business, and any related or similar rules, regulations or guidelines, that have been issued, administered or enforced by any governmental agency in any of such jurisdictions (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent Guarantor or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Parent Guarantor, threatened.

(ll) Compliance with Sanctions. None of the Parent Guarantor or any of its subsidiaries, or any of their respective directors and officers, or, to the knowledge of the Parent Guarantor, any of their respective employees is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including those administered by the Office of Foreign Assets Control of the U.S. Treasury Department and the U.S. Department of State), the United Nations Security Council, the European Union and each of its member states, the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) operating from, or located, organized or resident in, a country or territory that is the subject or target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria (until July 1, 2025), the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, any other Covered Region of Ukraine identified pursuant to Executive Order 14065 and the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine), other than operations that were not in violation of such Sanctions; and the Company and the Guarantors will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity for the

purpose of financing or facilitating the activities or business of any person, or in any country or territory, that at the time of such financing or facilitation is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. Each of the Parent Guarantor and its subsidiaries is not engaged in, or has, at any time since April 24, 2019, engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of such dealing or transaction, is or was the subject or target of Sanctions, other than dealings or transactions that are or were not in violation of such Sanctions.

(mm) No Labor Disturbances or Disputes. No labor disturbance by or dispute with the employees of the Company, the Guarantors or the Significant Subsidiaries exists or, to the knowledge of the Parent Guarantor, is imminent that could reasonably be expected to have a Material Adverse Effect.

(nn) Insurance. The Company, the Guarantors and the Significant Subsidiaries have insurance (including self-insurance) covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance (including self-insurance) is in amounts and insures against such losses and risks as are generally deemed adequate and customary for companies engaged in similar businesses in similar industries; and none of the Company, the Guarantors or any of the Significant Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to conduct its business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.

(oo) Statistical, Industry-related and Market-related data. The statistical, industry-related and market-related data included in the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company and the Guarantors believe to be reliable in all material respects.

(pp) Accuracy of Certain Disclosure. The statements set forth in (A) each of the Pricing Disclosure Package and the Prospectus under the captions “Description of Notes” and “Description of Debt Securities,” insofar as they purport to summarize the documents referred to therein, are accurate summaries in all material respects, and (B) each of the Pricing Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as such statements summarize U.S. federal income tax laws, rules or regulations, are accurate in all material respects.

(qq) IT Systems and Cybersecurity. Except as would not reasonably be expected to have a Material Adverse Effect, (A) the Parent Guarantor and its subsidiaries’ information technology assets and equipment, computers, systems, hardware, software, and databases (collectively, “IT Systems”) are, to the knowledge of the Company, free and clear of all material errors, Trojan horses, and other contaminants or effects that disrupt or adversely affect the functionality of the IT Systems, (B) the Parent Guarantor and its subsidiaries take commercially reasonable precautions to protect their material confidential information and the integrity, and security of all IT Systems and data (including “personal data,” “personally identifiable information,” “personal information” or any similar term by any applicable law and any sensitive, confidential or regulated data (“Personal Data”)) stored therein, (C) there have been no failures or other adverse events or

unauthorized disclosures of, uses of or accesses to any IT System or Personal Data used in the Parent Guarantor’s and its Significant Subsidiaries’ businesses that have caused a material disruption to such businesses, and (D) the Parent Guarantor and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or governmental or regulatory authority, relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, or disclosure (each a “Data Protection Requirement”).

(rr) Privacy Policies and Data Protection Compliance. Except as would not reasonably be expected to have a Material Adverse Effect, the Parent Guarantor and its Significant Subsidiaries have in place, comply with, and take commercially reasonable steps designed to ensure compliance with its privacy policies, notices, and written statements regarding Personal Data. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Parent Guarantor nor any of its Significant Subsidiaries has notified or been required to notify any person or received written notice in connection with any violation by Parent Guarantor or any of its Significant Subsidiaries of any Data Protection Requirements.

Any certificate signed by any officer of the Company or the Guarantors and delivered to the Representatives or counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Company or such Guarantor, jointly and severally, as to matters covered thereby, to each Underwriter.

2. Purchase of the Notes by the Underwriters. The Company and the Guarantors, jointly and severally hereby agree, on the basis of the representations, warranties, covenants and agreements of the Underwriters contained herein and subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Guarantors herein contained and subject to all the terms and conditions set forth herein, the Underwriters agree, severally and not jointly, to purchase from the Company, (i) at a purchase price of 99.850% of the principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the principal amount of 2027 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (ii) at a purchase price of 99.600% of the principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the principal amount of 2029 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iii) at a purchase price of 99.400% of the principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the principal amount of 2031 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iv) at a purchase price of 99.375% of the principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the principal amount of 2033 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (v) at a purchase price of 99.350% of the principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the principal amount of 2036 Notes set forth opposite the name of such Underwriter in Schedule I hereto. The Company and the Guarantors shall not be obligated to deliver any of the Notes except upon payment for all of the Notes to be purchased as provided herein.

3. Offering of Notes by the Underwriters. Upon authorization by the Representatives of the release of the Notes, the several Underwriters propose to offer the Notes for sale upon the terms and conditions to be set forth in the Prospectus.

4. Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at 10:00 A.M., New York City time, or at such other time as the Representatives and the Company determine, such time being herein referred to as “the Closing Date.” The place of closing for the Notes and the Closing Date may be varied by agreement between the Representatives and the Company.

The Notes will be delivered to the Underwriters, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in immediately available funds to the order of the Company, by causing DTC to credit the Notes to the account of the Underwriters at DTC. Each series of Notes will be evidenced by one or more global securities in definitive form and will be registered in the name of Cede & Co. as nominee of DTC.

5. Further Agreements of the Company and the Guarantors and the Underwriters. (a) The Company and the Guarantors, jointly and severally, agree:

(i) To prepare the Prospectus in a form approved by the Representatives (such approval not to be unreasonably withheld, conditioned or delayed) and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing Date without the prior approval of the Representatives promptly after reasonable notice thereof (which approval shall not be unreasonably withheld, conditioned or delayed) or except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after they receive notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form of Registration Statement or any post-effective amendment thereto or of any request by the Commission for the amendment or supplement of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use reasonable best efforts to obtain its withdrawal.

(ii) To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, (C) each Issuer Free Writing Prospectus, and (D) other than documents available by the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System, any document incorporated by reference in any Preliminary Prospectus or the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance.

(iii) To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the reasonable judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission.

(iv) Not to make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall not be unreasonably withheld or conditioned and which shall be provided to the Company promptly after having been given notice of the proposed Issuer Free Writing Prospectus.

(v) To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

(vi) As soon as practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158).

(vii) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided, that in connection therewith, neither the Company nor any Guarantor shall be required to (A) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (B) file a general consent to service of process in any such jurisdiction, or (C) subject itself to taxation in any jurisdiction in which it would not otherwise be subject.

(viii) To apply the net proceeds from the sale of the Notes being sold by the Company and the Guarantors substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.”

(ix) Not to take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Notes.

(x) For a period commencing on the date hereof and ending on the Closing Date, the Company and the Guarantors agree not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company substantially similar to the Notes or securities convertible into or exchangeable for such debt securities of the Company, or sell or grant options, rights or warrants with respect to such debt securities of the Company or securities convertible into or exchangeable for such debt securities of the Company, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of debt securities of the Company or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities of the Company substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt securities of the Company, or (iv) publicly announce an offering of any debt securities of the Company substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of the Representatives, on behalf of the Underwriters. For the avoidance of doubt, nothing contained in this Section 5(a)(x) shall prohibit or in any way restrict, or be deemed to prohibit or in any way restrict, the issuance of the Notes pursuant to this Agreement or the issuance of any additional Notes of the same series in accordance with the terms of the Indenture.

(xi) The Company will use commercially reasonable efforts to assist the Representatives in arranging for the Notes to be eligible for clearance and settlement through DTC.

(xii) The Company agrees to comply with all agreements set forth in the representation letters of the Company to DTC relating to the approval of the Notes by DTC for “book-entry” transfer.

(b) Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior written consent of the Company (any such issuer information with respect to the use of which the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus, and (ii) “issuer information” (as used in this Section 5(b)) shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information. The Company and the Guarantors shall not be responsible to any Underwriter for liability arising from any inaccuracy caused by the Underwriters in such free writing prospectus referred to in clause (i) or that does not contain any “issuer information” as compared with the information in the Preliminary Prospectus, the Prospectus or the Pricing Disclosure Package.

6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Guarantors, jointly and severally, agree to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Notes to the Underwriters and any stamp duties or other similar taxes payable in that connection; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Notes (excluding any fees and disbursements of counsel for the Underwriters relating thereto); (e) the qualification of the Notes under the securities laws of the several jurisdictions as provided in Section 5(a)(vii) and the preparation, printing and distribution of any Blue Sky Memorandum (including reasonable and documented fees and expenses of counsel to the Underwriters in connection with the preparation of such Blue Sky Memorandum not to exceed $5,000); (f) the approval of the Notes by DTC for “book-entry” transfer; (g) the rating of the Notes; (h) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture, the Notes and the Guarantees; (i) the investor presentations on any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company in connection with the road show; and (j) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement. Except as provided in this Section 6, Section 8 and Section 11, the Underwriters shall pay their own costs and expenses, including the fees and disbursements of their counsel and transfer taxes payable on resale of any of the Notes by them.

7. Conditions of Underwriters’ Obligations. The respective obligations of the Underwriters hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties of the Company and the Guarantors contained herein, to the performance by the Company and the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions:

(a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i) of this Agreement. The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.

(b) Kirkland & Ellis LLP shall have furnished to the Representatives its written opinion and negative assurance letter, as counsel to the Company and the Guarantors, addressed to the Representatives and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

(c) The Representatives shall have received from Paul Hastings LLP, counsel for the Underwriters, such opinion or negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Registration Statement, the Prospectus and the Pricing Disclosure Package and other related matters as the Representatives may reasonably require, and the Company and the Guarantors shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(d) At the time of execution of this Agreement, the Representatives shall have received from PricewaterhouseCoopers LLP a letter (such letter, the “PwC Comfort Letter”), in form and substance reasonably satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants of the Parent Guarantor within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Preliminary Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. At the time of execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter (such letter, the “EY Comfort Letter”), in form and substance reasonably satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants of the Biosciences and Diagnostic Solutions Business of Becton, Dickinson and Company (“BDS

Business”) within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(e) With respect to the PwC Comfort Letter, the Company and the Guarantors shall have furnished to the Representatives a letter (such letter, the “PwC Bring-Down Comfort Letter”) from PricewaterhouseCoopers LLP, addressed to the Underwriters and dated the Closing Date, (i) confirming that they are independent public accountants of the Parent Guarantor within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the PwC Bring-Down Comfort Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than two days prior to the date of the PwC Bring-Down Comfort Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the PwC Comfort Letter, and (iii) confirming in all material respects the conclusions and findings set forth in the PwC Comfort Letter. With respect to the EY Comfort Letter, the Company and the Guarantors shall have furnished to the Representatives a letter (such letter, the “EY Bring-Down Comfort Letter”) from Ernst & Young LLP, addressed to the Underwriters and dated the Closing Date, (i) confirming that they are independent public accountants of the BDS Business within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the EY Bring-Down Comfort Letter, the conclusions and findings of such firm with respect to the financial information and other matters covered by the EY Comfort Letter, and (iii) confirming in all material respects the conclusions and findings set forth in the EY Comfort Letter.

(f) The Parent Guarantor shall have furnished to the Representatives a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Parent Guarantor as to such matters as the Representatives may reasonably request, including, without limitation, a statement:

(i) That the representations, warranties and agreements of the Company and the Guarantors in Section 1 of this Agreement are true and correct on and as of the Closing Date, and the Company and each of the Guarantors have complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date;

(ii) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened; and the Commission shall not have notified the Company or any Guarantor of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto; and

(iii) To the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(h).

(g) Except as described in each of the Pricing Disclosure Package and the Prospectus, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package and the Prospectus, there shall have been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the financial condition, results of operations or business of the Parent Guarantor and its subsidiaries taken as a whole, the effect of which is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus.

(h) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company’s or any Guarantors’ securities by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the Exchange Act), and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s or any Guarantors’ securities.

(i) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market, or (B) trading in any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other calamity or crisis, either within or outside the United States, in each case as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus.

(j) The Notes shall be eligible for clearance and settlement through DTC.

(k) The Company, the Guarantors and the Trustee shall have executed and delivered the Base Indenture and the Supplemental Indenture establishing the terms of the Notes, and the Underwriters shall have received copies thereof, duly executed by the Company, the Guarantors and the Trustee.

(l) On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Underwriters such further certificates and documents as the Representatives may reasonably request.

8. Indemnification and Contribution.

(a) The Company and each Guarantor hereby agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which that Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by any Underwriter or (D) any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (“Marketing Materials”), or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, provided, however, that (i) in no event shall the Company or the Guarantors be liable for fees and expenses of more than one counsel (in addition to one local counsel in each applicable jurisdiction) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, and (ii) the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company and the Guarantors through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). The foregoing indemnity agreement is in addition to any liability which the Company or the Guarantors may otherwise have to any Underwriter or to any affiliate, director, officer, employee or controlling person of that Underwriter.

(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, each of the Guarantors, their respective affiliates, directors, officers, employees and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, such Guarantor or any such affiliate, director, officer, employee or controlling person

may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Company, each of the Guarantors and each of their respective affiliates, directors, officers, employees and controlling persons for any legal or other expenses reasonably incurred by the Company, such Guarantor, affiliate, director, officer, employee or controlling person, as applicable, in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company and the Guarantors through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, which information is limited to the information set forth in Section 8(e). The foregoing indemnity agreement is in addition to any liability that any Underwriter may otherwise have to the Company, such Guarantor or any such affiliate, director, officer, employee or controlling person.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ a single counsel (plus a single local counsel in each applicable jurisdiction) to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 8 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their

respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would present a conflict due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a), 8(b) or 8(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company and the Guarantors, as set forth in the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the Notes purchased under this Agreement, as set forth in the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. For purposes of the preceding two sentences, the net proceeds deemed to be received by the Company shall be deemed to be also for the benefit of the Guarantors, and information supplied by the Company shall also be deemed to have been supplied by the Guarantors. The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of

allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Notes exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 8(d) are several in proportion to their respective underwriting obligations and not joint.

(e) The Underwriters severally confirm and the Company and the Guarantors acknowledge and agree that the statements regarding delivery of Notes by the Underwriters set forth on the cover page of, and the concession and reallowance figures and the paragraph relating to stabilization by the Underwriters appearing under the caption “Underwriting” in, the Pricing Disclosure Package and the Prospectus constitute the only information concerning such Underwriters furnished in writing to the Company or any Guarantor by or on behalf of the Underwriters specifically for inclusion in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials.

9. Defaulting Underwriters.

(a) If, on the Closing Date, any Underwriter defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Notes by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Notes, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remain unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the aggregate principal of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4.

(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remain unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.

10. Termination. The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), 7(h) and 7(i) shall have occurred.

11. Reimbursement of Underwriters’ Expenses. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Guarantors to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Guarantors shall be unable to perform their respective obligations under this Agreement, in each case other than pursuant to a termination of this Agreement due to the occurrence of any of the events described in Section 7(i) of this Agreement (other than Section 7(i)(i)(B)), the Company and the Guarantors will reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including reasonable and documented fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company and the Guarantors shall pay the full amount thereof to the Representatives. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company and the Guarantors shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

12. Research Analyst Independence. The Company and the Guarantors acknowledge that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Guarantors may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Guarantors by such Underwriters’ investment banking divisions. The Company and the Guarantors acknowledge that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

13. No Fiduciary Duty. The Company and the Guarantors acknowledge and agree that in connection with this offering and sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, the Guarantors and any other person, on the one hand, and the Underwriters, on the other hand, has been created in connection with the purchase, offering and sale of the Notes; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or the Guarantors, including, without limitation, with respect to the determination of the offering price of the Notes, and such relationship between the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or Guarantors shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and the Guarantors. The Company and the Guarantors hereby waive any claims that the Company or the Guarantors may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

14. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to the Underwriters, shall be delivered or sent by mail, facsimile or electronic transmission to: Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: [***]), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, (Fax: [***]); J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Attention: Investment Grade Syndicate Desk (Fax: [***]); BofA Securities, Inc., 144 West 47th Street, NY8-114-07-01, New York, New York 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal (Fax: [***]); and HSBC Securities (USA) Inc., 66 Hudson Boulevard, New York, New York 10001, Attention: DCM Legal Americas (Email: [***]);

(b) if to the Company or any Guarantor, shall be delivered or sent by mail or electronic transmission to the address of the Company set forth in the Registration Statement, Attention: Keeley A. Aleman, Esq., Senior Vice President, General Counsel and Secretary (Email: [***]), with a copy (which copy shall not constitute constructive notice) to Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022, Attention: Jennifer L. Lee, Zoey Hitzert (Email: [email protected]; [email protected]).

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company and the Guarantors shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Barclays Capital Inc. on behalf of the Underwriters.

15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors and officers of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the affiliates, directors and officers of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

16. Survival. The respective indemnities, rights of contributions, representations, warranties and agreements of the Company, the Guarantors and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or their respective successors or any person controlling any of them.

17. Definition of the Terms “Business Day”, “Affiliate” and “Subsidiary”. For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

18. Governing Law & Venue. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles that would result in the application of any other law than the laws of the State of New York (other than Section 5-1401 of the General Obligations Law). The Company, each of the Guarantors and the Underwriters agree that any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection that such party may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding.

19. Waiver of Jury Trial. The Company, the Guarantors and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. Delivery of an executed Agreement by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.

21. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

22. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 22, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing correctly sets forth the agreement among the Company, the Guarantors and the Underwriters, please indicate your acceptance in the space provided for that purpose below.


Very truly yours,

AUGUSTA SPINCO CORPORATION

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: Senior Vice President, Chief Financial Officer and Treasurer

WATERS CORPORATION

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: Senior Vice President and Chief Financial Officer
WATERS TECHNOLOGIES CORPORATION

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: Chief Financial Officer and Senior Vice President

TA INSTRUMENTS – WATERS L.L.C.

By:		Waters Technologies Corporation, in its capacity
		as Managing Member of TA Instruments – Waters L.L.C.

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: Chief Financial Officer and Senior Vice President

[Signature Page to Underwriting Agreement]


WATERS ASIA LIMITED

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: President

WYATT TECHNOLOGY, LLC

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: Chief Executive Officer

PHARMINGEN

By:		/s/ Steven Conly
		Name: Steven Conly
		Title: President

ACCURI CYTOMETERS, INC.

By:		/s/ Steven Conly
		Name: Steven Conly
		Title: President

AUGUSTA LIFE SCIENCES US OPCO I LLC

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: President

AUGUSTA LIFE SCIENCES US OPCO II LLC

By:		/s/ Steven Conly
		Name: Steven Conly
		Title: President

[Signature Page to Underwriting Agreement]


AUGUSTA LIFE SCIENCES US SPINCO LLC

By:		/s/ Steven Conly
		Name: Steven Conly
		Title: President

CELLULAR RESEARCH, INC.

By:		/s/ Steven Conly
		Name: Steven Conly
		Title: President

HANDYLAB, INC.

By:		/s/ Amol Chaubal
		Name: Amol Chaubal
		Title: President

[Signature Page to Underwriting Agreement]

Accepted:

BARCLAYS CAPITAL INC.

CITIGROUP GLOBAL MARKETS INC.

BOFA SECURITIES, INC.

HSBC SECURITIES (USA) INC.

J.P. MORGAN SECURITIES LLC

For themselves and as Representatives

of the several Underwriters named

in Schedule I hereto


By BARCLAYS CAPITAL INC.

By:		/s/ James Gutow
Name:		James Gutow
Title:		Managing Director

By CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Adam D. Bordner
Name:		Adam D. Bordner
Title:		Managing Director

By BOFA SECURITIES, INC.

By:		/s/ Douglas Muller
Name:		Douglas Muller
Title:		Managing Director

By HSBC SECURITIES (USA) INC.

By:		/s/ Patrice Altongy
Name:		Patrice Altongy
Title:		Managing Director

By J.P. MORGAN SECURITIES LLC

By:		/s/ Som Bhattacharyya
Name:		Som Bhattacharyya
Title:		Executive Director

[Signature Page to Underwriting Agreement]

SCHEDULE I


Underwriters	Principal Amount of 2027 Notes to be Purchased		Principal Amount of 2029 Notes to be Purchased		Principal Amount of 2031 Notes to be Purchased		Principal Amount of 2033 Notes to be Purchased		Principal Amount of 2036 Notes to be Purchased
Barclays Capital Inc.	$	164,385,000	$	151,740,000	$	189,675,000	$	189,675,000	$	189,675,000
Citigroup Global Markets Inc.	$	164,385,000	$	151,740,000	$	189,675,000	$	189,675,000	$	189,675,000
J.P. Morgan Securities LLC	$	42,705,000	$	39,420,000	$	49,275,000	$	49,275,000	$	49,275,000
BofA Securities, Inc.	$	32,695,000	$	30,180,000	$	37,725,000	$	37,725,000	$	37,725,000
HSBC Securities (USA) Inc.	$	32,695,000	$	30,180,000	$	37,725,000	$	37,725,000	$	37,725,000
Citizens JMP Securities, LLC	$	32,695,000	$	30,180,000	$	37,725,000	$	37,725,000	$	37,725,000
PNC Capital Markets LLC	$	32,695,000	$	30,180,000	$	37,725,000	$	37,725,000	$	37,725,000
Truist Securities, Inc.	$	32,695,000	$	30,180,000	$	37,725,000	$	37,725,000	$	37,725,000
DNB Carnegie, Inc.	$	23,010,000	$	21,240,000	$	26,550,000	$	26,550,000	$	26,550,000
Guggenheim Securities, LLC	$	23,010,000	$	21,240,000	$	26,550,000	$	26,550,000	$	26,550,000
KeyBanc Capital Markets Inc.	$	23,010,000	$	21,240,000	$	26,550,000	$	26,550,000	$	26,550,000
TD Securities (USA) LLC	$	23,010,000	$	21,240,000	$	26,550,000	$	26,550,000	$	26,550,000
U.S. Bancorp Investments, Inc.	$	23,010,000	$	21,240,000	$	26,550,000	$	26,550,000	$	26,550,000

Total	$	650,000,000	$	600,000,000	$	750,000,000	$	750,000,000	$	750,000,000

SCHEDULE II

LIST OF GUARANTORS

Waters Corporation

Waters Technologies Corporation

TA Instruments – Waters L.L.C.

Waters Asia Limited

Wyatt Technology, LLC

Accuri Cytometers, Inc.

Augusta Life Sciences US OpCo I LLC

Augusta Life Sciences US OpCo II LLC

Augusta Life Sciences US SpinCo LLC

Cellular Research, Inc.

HandyLab, Inc.

PharMingen

SCHEDULE III

PRICING TERM SHEET

Augusta SpinCo Corporation (the “Company”)

March 17, 2026

$650,000,000 4.321% Senior Notes due 2027


Issuer:		Augusta SpinCo Corporation
Offering Format:		SEC Registered
*Ratings:**		[***]
Principal Amount:		$650,000,000
Offering Price:		100.000% of principal amount
Trade Date:		March 17, 2026
Settlement Date:**		March 23, 2026 (T+4)
Maturity Date:		September 23, 2027
Coupon:		4.321%
Benchmark Treasury:		3.375% due February 29, 2028
Spread to Benchmark Treasury:		+65 basis points
Benchmark Treasury Price and Yield:		99-14 ¹⁄₄ / 3.671%
Yield to Maturity:		4.321%
Interest Payment Dates:		Semi-annually on March 23 and September 23, commencing on September 23, 2026
Regular Record Dates:		March 8 and September 8
Redemption Provisions:		The 2027 Notes will not be redeemable prior to their maturity.
Denominations:		$2,000 x $1,000
CUSIP:		051473 AB2
ISIN:		US051473AB24

$600,000,000 4.398% Senior Notes due 2029

Issuer:		Augusta SpinCo Corporation
Offering Format:		SEC Registered
*Ratings:**		[***]
Principal Amount:		$600,000,000
Offering Price:		100.000% of principal amount
Trade Date:		March 17, 2026
Settlement Date:**		March 23, 2026 (T+4)
Maturity Date:		March 23, 2029
Coupon:		4.398%
Benchmark Treasury:		3.500% due March 15, 2029
Spread to Benchmark Treasury:		+72 basis points
Benchmark Treasury Price and Yield:		99-16 / 3.678%
Yield to Maturity:		4.398%
Interest Payment Dates:		Semi-annually on March 23 and September 23, commencing on September 23, 2026


Regular Record Dates:		March 8 and September 8
Redemption Provisions:
Par call:		At any time on or after February 23, 2029 (one month prior to the maturity date), the Company may redeem the 2029 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Make-whole call:		At any time and from time to time prior to February 23, 2029 (one month prior to the maturity date), the Company may, at its option, redeem the 2029 Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2029 Notes to be redeemed; and (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Denominations:		$2,000 x $1,000
CUSIP:		051473 AC0
ISIN:		US051473AC07

$750,000,000 4.656% Senior Notes due 2031

Issuer:		Augusta SpinCo Corporation
Offering Format:		SEC Registered
*Ratings:**		[***]
Principal Amount:		$750,000,000
Offering Price:		100.000% of principal amount
Trade Date:		March 17, 2026
Settlement Date:**		March 23, 2026 (T+4)
Maturity Date:		March 23, 2031
Coupon:		4.656%
Benchmark Treasury:		3.500% due February 28, 2031
Spread to Benchmark Treasury:		+87 basis points
Benchmark Treasury Price and Yield:		98-23 / 3.786%
Yield to Maturity:		4.656%
Interest Payment Dates:		Semi-annually on March 23 and September 23, commencing on September 23, 2026
Regular Record Dates:		March 8 and September 8
Redemption Provisions:
Par call:		At any time on or after February 23, 2031 (one month prior to the maturity date), the Company may redeem the 2031 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.


Make-whole call:		At any time and from time to time prior to February 23, 2031 (one month prior to the maturity date), the Company may, at its option, redeem the 2031 Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2031 Notes to be redeemed; and (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Denominations:		$2,000 x $1,000
CUSIP:		051473 AD8
ISIN:		US051473AD89

$750,000,000 4.945% Senior Notes due 2033

Issuer:		Augusta SpinCo Corporation
Offering Format:		SEC Registered
*Ratings:**		[***]
Principal Amount:		$750,000,000
Offering Price:		100.000% of principal amount
Trade Date:		March 17, 2026
Settlement Date:**		March 23, 2026 (T+4)
Maturity Date:		March 23, 2033
Coupon:		4.945%
Benchmark Treasury:		3.750% due February 28, 2033
Spread to Benchmark Treasury:		+97 basis points
Benchmark Treasury Price and Yield:		98-20+ / 3.975%
Yield to Maturity:		4.945%
Interest Payment Dates:		Semi-annually on March 23 and September 23, commencing on September 23, 2026
Regular Record Dates:		March 8 and September 8
Redemption Provisions:
Par call:		At any time on or after January 23, 2033 (two months prior to the maturity date), the Company may redeem the 2033 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Make-whole call:		At any time and from time to time prior to January 23, 2033 (two months prior to the maturity date), the Company may, at its option, redeem the 2033 Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2033 Notes to be redeemed; and (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Denominations:		$2,000 x $1,000
CUSIP:		051473 AE6
ISIN:		US051473AE62


$750,000,000 5.245% Senior Notes due 2036

Issuer:		Augusta SpinCo Corporation
Offering Format:		SEC Registered
*Ratings:**		[***]
Principal Amount:		$750,000,000
Offering Price:		100.000% of principal amount
Trade Date:		March 17, 2026
Settlement Date:**		March 23, 2026 (T+4)
Maturity Date:		March 23, 2036
Coupon:		5.245%
Benchmark Treasury:		4.125% due February 15, 2036
Spread to Benchmark Treasury:		+105 basis points
Benchmark Treasury Price and Yield:		99-14 / 4.195%
Yield to Maturity:		5.245%
Interest Payment Dates:		Semi-annually on March 23 and September 23, commencing on September 23, 2026
Regular Record Dates:		March 8 and September 8
Redemption Provisions:
Par call:		At any time on or after December 23, 2035 (three months prior to the maturity date), the Company may redeem the 2036 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Make-whole call:		At any time and from time to time prior to December 23, 2035 (three months prior to the maturity date), the Company may, at its option, redeem the 2036 Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2036 Notes to be redeemed; and (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Denominations:		$2,000 x $1,000
CUSIP:		051473 AF3
ISIN:		US051473AF38

* * * * *

Joint Book-Running Managers:

Barclays Capital Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

BofA Securities, Inc.

HSBC Securities (USA) Inc.

Citizens JMP Securities, LLC

PNC Capital Markets LLC

Truist Securities, Inc.

Co-Managers:

DNB Carnegie, Inc.

Guggenheim Securities, LLC

KeyBanc Capital Markets Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, purchases or sales of securities in the secondary market generally are required to settle in one business day (T+1), unless the parties to any such transactions expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes prior to the business day preceding their date of delivery will be required, because the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes before the first business day prior to such settlement date should consult their own advisor.

This pricing term sheet is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of the prospectus by calling Barclays Capital Inc. at 1-888-603-5847, Citigroup Global Markets Inc. at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834-6081, BofA Securities, Inc. at 1-800-294-1322 or HSBC Securities (USA) Inc. at 1-866-811-8049.

Any disclaimers or notices that may appear on this pricing term sheet below the text of this legend are not applicable to this pricing term sheet and should be disregarded. Such disclaimers may have been electronically generated as a result of this pricing term sheet having been sent via, or posted on, Bloomberg or another electronic mail system.

SCHEDULE IV

ISSUER FREE WRITING PROSPECTUSES – ROAD SHOW MATERIALS

Investor Presentation dated March 16, 2026

SCHEDULE V

ISSUER FREE WRITING PROSPECTUS

1.	Pricing term sheet substantially in the form attached hereto as Schedule III

Exhibit 4.1

AUGUSTA SPINCO CORPORATION

as Company

WATERS CORPORATION

as Parent Guarantor

INDENTURE

dated as of

March 23, 2026

DEBT SECURITIES

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

TRUST INDENTURE ACT CROSS-REFERENCE TABLE*


Trust Indenture Act Section		Indenture Section
310(a)(1)		7.09
(a)(2)		7.09
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.09
(b)		7.09, 7.10
311		7.14
312(a)		8.01
(b)		1.06
(c)		1.06
313(a)		8.02(a), (b)
(b)(1)		N.A.
(b)(2)		8.02(a)
(c)		8.02(c)
(d)		8.02(c)
314(a)(1)-(3)		8.03
(a)(4)		5.06
(b)		N.A.
(c)(1)		1.03
(c)(2)		1.03
(c)(3)		N.A.
(d)		N.A.
(e)		1.03
(f)		N.A.
315(a)		7.01(a)
(b)		7.02
(c)		7.01(b)
(d)		7.01(a), (c)
(e)		6.08
316(a) (last sentence)		1.01 (Definition of “Outstanding”)
(a)(1)		6.07
(a)(2)		N.A.
(b)		11.02
(c)		9.02, 11.02
317(a)		6.03
(b)		5.05
318(a)		1.08

N.A. means not applicable.

*	This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION				1

	1.01	Definitions		1
	1.02	Other Definitions		8
	1.03	Compliance Certificates and Opinions		8
	1.04	Form of Documents Delivered to Trustee		8
	1.05	Notices to the Trustee, the Company and Holders		9
	1.06	Communications with Holders; Waiver of Notice		10
	1.07	Incorporation by Reference of the Trust Indenture Act		11
	1.08	Trust Indenture Act Controls		11
	1.09	Separability Clause		11
	1.10	Benefits of Indenture		11
	1.11	Governing Law; Submission to Jurisdiction; Jury Trial Waiver		11
	1.12	Legal Holidays		12
	1.13	Electronic Signatures and Counterparts		12
	1.14	No Adverse Interpretation of Other Agreements		12
	1.15	Rules of Construction		12
	1.16	U.S.A. PATRIOT Act		13

ARTICLE II SECURITY FORMS				13

	2.01	Forms Generally		13
	2.02	Form of Trustee’s Certificate of Authentication		14
	2.03	Forms of Securities		14
	2.04	Book-Entry Provisions for Global Securities		14

ARTICLE III THE SECURITIES				16

	3.01	Amount Unlimited; Issuable in Series		16
	3.02	Denominations		20
	3.03	Execution, Authentication, Delivery and Dating		20
	3.04	Temporary Securities		22
	3.05	Registration; Registration of Transfer and Exchange		22
	3.06	Mutilated, Destroyed, Lost and Stolen Securities		24
	3.07	Payment of Interest; Interest Rights Preserved		24
	3.08	Persons Deemed Owners		26
	3.09	Cancellation		26
	3.10	Computation of Interest; Calculations		26
	3.11	CUSIP Numbers, ISINs and Common Code Numbers		27

ARTICLE IV REDEMPTION OF SECURITIES				27

	4.01	Applicability of Right of Redemption		27
	4.02	Election to Redeem; Notice of Redemption; Partial Redemption		27
	4.03	Payment of Securities Called for Redemption		29
	4.04	Deposit of Funds for Redemption of Securities		29
	4.05	Mandatory Redemption		30
	4.06	Other Transactions		30


ARTICLE V PARTICULAR COVENANTS			30

	5.01	Payments of Principal, Premium, if Any, and Interest, if Any	30
	5.02	Office or Agency for Certain Purposes	30
	5.03	Waiver of Certain Covenants	31
	5.04	Appointments to Fill Vacancies in Trustee’s Office	31
	5.05	Provisions as to Paying Agent	31
	5.06	Statement by Officers as to Default	32

ARTICLE VI REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT			32

	6.01	Events of Default	32
	6.02	Acceleration of Maturity; Rescission and Annulment	34
	6.03	Collection of Indebtedness by Trustee; Trustee May Prove Debt	34
	6.04	Application of Proceeds	36
	6.05	Limitations on Suits by Holders	36
	6.06	Powers and Remedies Cumulative; Delay or Omission Not Waiver	37
	6.07	Control by Holders; Waiver of Default	37
	6.08	Undertaking for Costs	37

ARTICLE VII CONCERNING THE TRUSTEE			38

	7.01	Certain Duties and Responsibilities	38
	7.02	Notice of Defaults	39
	7.03	Certain Rights of Trustee	39
	7.04	Trustee Not Responsible for Recitals	41
	7.05	Trustee and Others May Hold Securities	42
	7.06	Moneys Held by Trustee or Paying Agent	42
	7.07	Compensation of Trustee and Its Lien	42
	7.08	Right of Trustee to Rely on Certificate of Certain Officers	43
	7.09	Persons Eligible for Appointment as Trustee	43
	7.10	Resignation and Removal of Trustee; Appointment of Successor	44
	7.11	Acceptance of Appointment by Successor Trustee	45
	7.12	Merger, Conversion or Consolidation of Trustee	45
	7.13	Authenticating Agents	46
	7.14	Preferential Collection of Claims	47

ARTICLE VIII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY			48

	8.01	Company to Furnish Trustee Names and Addresses of Holders	48
	8.02	Reports by Trustee	48
	8.03	Reports by the Company	48

ARTICLE IX CONCERNING THE HOLDERS			49

	9.01	Evidence of Action Taken by Holders	49
	9.02	Proof of Execution of Instruments and of Holding of Securities	49
	9.03	Right of Revocation of Action Taken	50


ARTICLE X HOLDERS’ MEETINGS			50

	10.01	Rules for Meetings	50

ARTICLE XI SUPPLEMENTAL INDENTURES			51

	11.01	Supplemental Indentures Without Consent of Holders	51
	11.02	Supplemental Indentures With Consent of Holders	53
	11.03	Effect of Supplemental Indentures	54
	11.04	Notation on Securities in Respect of Supplemental Indentures	54
	11.05	Opinion of Counsel and Officer’s Certificate to Be Given to Trustee	54

ARTICLE XII CONSOLIDATION, MERGER AND SALE			55

	12.01	Company and Any Guarantor May Consolidate or Merge, etc.	55
	12.02	Conditions to the Company’s Consolidation or Merger, etc.	55
	12.03	Conditions to the Parent Guarantor’s Consolidation or Merger, etc.	56
	12.04	Conditions to Any Subsidiary Guarantor’s Consolidation or Merger, etc.	56
	12.05	Documents and Opinion to Be Furnished to the Trustee	57

ARTICLE XIII SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS			58

	13.01	Satisfaction and Discharge	58
	13.02	Defeasance and Covenant Defeasance	59
	13.03	Application by Trustee of Funds Deposited for Payment of Securities	63
	13.04	Repayment of Moneys Held by Paying Agent	63
	13.05	Return of Unclaimed Moneys	64
	13.06	Reinstatement	64

ARTICLE XIV GUARANTEE			64

	14.01	Guarantee	64
	14.02	Reinstatement	66
	14.03	Limitation of the Parent Guarantor’s Liability	66
	14.04	Amendment	66

ARTICLE XV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS			66

	15.01	Personal Immunity from Liability of Incorporators, Stockholders, etc.	66

*	The Table of Contents is not a part of this Indenture.

iii

INDENTURE, dated as of March 23, 2026, among Augusta SpinCo Corporation, a Delaware corporation, as issuer (the “Company”), Waters Corporation, a Delaware corporation, as parent guarantor (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debt securities to be issued in one or more series as provided in this Indenture (hereinafter called the “Securities”), and the Parent Guarantor has duly authorized the execution and delivery of this Indenture to provide for the guarantee by the Parent Guarantor of the Securities;

WHEREAS, each series of Securities issued by the Company under this Indenture shall be fully and unconditionally guaranteed by the Parent Guarantor subject to the provisions under this Indenture;

WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Company and the Parent Guarantor, in accordance with its terms, have been done; and

WHEREAS, the Trustee has the power to enter into this Indenture and to accept and perform its duties as herein created.

NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.01 Definitions.

Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of this Indenture have the meanings hereinafter set forth:

“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.

“Applicable Procedures” means, with respect to any payment, tender, redemption, transfer, exchange, conversion or other corporate action of or for beneficial interests in any Global Security, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer, exchange, conversion or other corporate action.

“Authenticating Agent” means any agent of the Trustee that at any time shall be appointed and acting pursuant to the provisions of Section 7.13.

“Authorized Officer” means the Chief Executive Officer, Chief Financial Officer, Vice President, Treasurer, Controller, Principal Accounting Officer, Secretary and/or any other officer of the Company or any Guarantor, as the case may be.

“Board of Directors” means, as to any Person, the board of directors or managers, sole member or managing member or other governing body, as applicable, of such Person or any duly authorized committee thereof or any officers duly authorized so to act.

“Board Resolution” means a copy of a resolution or resolutions certified by the Secretary, an Assistant Secretary or by another appropriate officer or authorized natural person of such Person, as the case may be, to have been duly adopted by the Board of Directors or any duly authorized committee thereof and to be in force and effect on the date of such certification.

“Business Day” means any day other than a Legal Holiday.

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

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

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business in respect of this Indenture shall be administered, which office at the date hereof is located at One Federal Street, Boston, MA 02110, Attention: James H. Byrnes, Vice President or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“corporation” includes corporations, limited liability companies, partnerships, associations, companies and business trusts.

“debt securities” means notes, bonds, debentures or other similar evidences of indebtedness for borrowed money.

“default” means, with respect to the Securities of any series, any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series; provided that any default that results solely from the taking of an action that would have been permitted but for the continuation of a previous default will be deemed to be cured if such previous default is cured prior to becoming an Event of Default.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or part in the form of one or more Global Securities, the Person designated as Depositary pursuant to Section 3.01 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 Securities of any series shall mean the Depositary with respect to the Securities of that series.

“Depositary Custodian” means the Trustee as custodian with respect to the Global Securities or any successor entity thereto.

“Dollar” and “$” mean the coin or currency of the United States that, at the time of payment, is legal tender for the payment of public and private debts.

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

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

“GAAP” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, such accounting principles as are generally accepted in the United States, as of the date or time of any computation required hereunder.

“Global Security” means a Security evidencing all or part of a series of Securities issued to the Depositary for such series in accordance with Section 2.04 and Section 3.03.

“Government Obligations” means securities that are (i) direct obligations of the United States or the other government or governments in the confederation that issued the Foreign Currency in which the principal of, or any premium or interest on, the relevant Security shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States or such other government or governments, and which, in the case of clause (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on, principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt.

“Guarantee” means the guarantee by the Parent Guarantor of the Company’s obligations under the Securities and this Indenture as provided in Article XIV or a guarantee by any other Guarantor substantially in the form provided by Article XIV, in each case, as such guarantee may from time to time be modified by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, unless, in each case, as otherwise specified as contemplated by Section 3.01 with respect to any series of Securities.

“Guarantors” means, with respect to the Securities of any series, the Parent Guarantor and each other Person that may be designated in accordance with Section 3.01(23) as a guarantor with respect to any such series, until, in each case, any such Person is released as a guarantor with respect to the Securities of such series pursuant to the terms of this Indenture and, to the extent applicable, any supplemental indenture hereto.

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

“Indenture” means this indenture as originally executed or as it may from time to time be supplemented or amended by one or more supplemental indentures entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as contemplated by Section 3.01; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such person had become such Trustee, but to which such person, as such Trustee, was not a party; provided, further, that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall only include the supplemental indentures applicable thereto.

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

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

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive order to remain closed.

“maturity” when used with respect to any Security, means the date on which the principal (or a portion thereof) of such Security becomes due and payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Officer’s Certificate” means a certificate signed by an Authorized Officer.

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

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

“Outstanding,” when used with reference to Securities, means, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

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

(ii) Securities, or portions thereof, for the payment or redemption of which moneys or, as provided in Section 13.01 or Section 13.02 hereof, Government Obligations, as the case may be, in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company or any Guarantor (if the Company or any Guarantor shall act as its own Paying Agent) (in each case, except as provided in Section 13.01 or Section 13.02, as the case may be); provided that if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for giving such notice;

(iii) Securities in lieu of or in substitution for which other Securities shall have been duly authenticated and delivered pursuant to Section 3.06;

(iv) Securities paid pursuant to the third paragraph of Section 3.06; and

(v) Securities exchanged for or converted into common stock, preferred stock or other equity securities pursuant to or in accordance with this Indenture if the terms of such Securities provide for exchangeability or convertibility pursuant to Section 3.01;

provided, however, that, in determining whether the Holders of the requisite principal amount of a series of Outstanding Securities have taken any action or given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02; (B) the principal amount of a Security denominated in one or more Foreign Currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security; and (C) Securities owned by the Company or any other obligor upon the Securities of such series or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities of such series that a

Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon such Securities or any Affiliate of the Company or of such other obligor. In case of a dispute as to such right, any decision by the Trustee, taken upon the advice of counsel, shall be entitled to protection pursuant to Section 315(d) of the Trust Indenture Act.

“Parent Guarantee” means, with respect to each series of Securities, a Guarantee by the Parent Guarantor of the Company’s obligations with respect to the Securities of such series.

“Parent Guarantor” means the Person named as the “Parent Guarantor” 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 “Parent Guarantor” shall mean such successor Person.

“Paying Agent” means any Person authorized (including any Affiliate) by the Company or any Guarantor, as applicable, to pay the principal of, premium, if any, and interest, if any, on any Securities on behalf of the Company or any such Guarantor, as applicable.

“Permitted Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the issue date of any Securities so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Securities (as reasonably determined by the Company).

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

“Redemption Date,” when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture or the terms of such Security, as applicable.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the day specified for that purpose as contemplated by Section 3.01, whether or not such day shall be a Business Day.

“Responsible Officer,” when used with respect to the Trustee, means any vice president, assistant vice president, senior associate, associate or trust officer of the Trustee or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers who, in all cases, at the time shall have direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

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

“Security” or “Securities” means one or more, as the case may be, of the Company’s debt securities authenticated and delivered under this Indenture.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Special Record Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Company pursuant to Section 3.07.

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

“stock” includes any and all shares, interests, participations or other equivalents (however designated) of corporate stock.

“Subsidiary” means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than 50% of the total voting power of the equity interests therein at the time. Unless otherwise qualified, with respect to a joint venture entity, to the extent that the Parent Guarantor and/or one or more of its Subsidiaries’ share of the total voting power of the equity interests of such joint venture entity are below 50% at the time of commencement of such joint venture but subsequently exceeds 50% in accordance with the terms of the applicable joint venture agreement, such joint venture entity shall not be considered a Subsidiary unless and until the Parent Guarantor’s and/or one or more Subsidiaries’ share of the total voting power of the equity interests of such joint venture entity exceeds 70%.

“Subsidiary Guarantor” means, with respect to the Securities of any series, any Person that may be designated in accordance with Section 3.01(23) as a guarantor with respect to any such series, until, in each case, any such Person is released as a guarantor with respect to the Securities of such series pursuant to the terms of this Indenture and, to the extent applicable, any indenture supplemental hereto.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture 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 Securities of any series shall mean the Trustee with respect to Securities of that series.

“U.S.A. PATRIOT Act” means Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

1.02 Other Definitions.


Term		Defined in Section
“covenant defeasance”		13.02(c)
“Defaulted Interest”		3.07
“defeasance”		13.02(b)
“Event of Default”		6.01
“obligor”		1.07
“Payment Default”		6.01
“Security Register”		3.05
“Security Registrar”		3.05

1.03 Compliance Certificates and Opinions.

(a) Upon any application or request by the Company or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to 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.

(b) Such Officer’s Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than the statement required by Section 5.06) shall also include:

(i) a statement that such Authorized Officer or counsel has read such covenant or condition;

(ii) a brief statement as to the nature and scope of such examination or investigation upon which the statements or opinions contained in such Officer’s Certificate or Opinion of Counsel are based;

(iii) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether such covenant or condition has been complied with; and

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

1.04 Form of Documents Delivered to Trustee.

(a) 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.

(b) Any certificate, statement or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representation with respect to the matters upon which the certificate, statement or opinion is based is erroneous. Any certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate, statement 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, statement or opinion or representation with respect to such matters is erroneous.

(c) 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.

1.05 Notices to the Trustee, the Company and Holders. Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Securities is duly given if in writing and delivered in person or by e-mail, first-class mail (registered or certified, return receipt requested), electronically or overnight air courier guaranteeing next day delivery, addressed as follows:

If to the Company or the Parent Guarantor:

Waters Corporation

34 Maple Street

Milford, MA 01757

Attention: John Wood

E-mail: [***]

Telephone: [***]

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Jennifer L. Lee, P.C.; Zoey Hitzert

E-mail: [email protected]; [email protected]

If to the Trustee:

U.S. Bank Trust Company, National Association

One Federal Street

Boston, MA 02110

Attention: James H. Byrnes, Vice President

The Company, any Guarantor or the Trustee by notice to each other may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders or the Trustee) will be deemed to have been duly given: at the time so delivered, if personally delivered or if e-mailed; five calendar days after being deposited in the mail, postage prepaid, if mailed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. All notices and communications to the Trustee will be deemed given upon actual receipt of such by a Responsible Officer of the Trustee or, if e-mailed, upon delivery.

Any notice or communication to a Holder may be (a) e-mailed and be deemed duly given at the time so delivered, (b) mailed by first-class mail, certified or registered, return receipt requested and be deemed duly delivered five calendar days after being deposited in the mail, or (c) mailed by overnight air courier guaranteeing next day delivery and be deemed duly delivered the next Business Day, in each case, to its e-mail or physical address shown on the register kept by the Security Registrar. Any notice or communication will also be so e-mailed or mailed to any Person described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust Indenture Act. Failure to e-mail or mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

In each case, if a notice or communication is e-mailed or mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Security (whether by e-mail, mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to Applicable Procedures.

1.06 Communications with Holders; Waiver of Notice.

(a) Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee and the Security Registrar shall have the protection of Section 312(c) of the Trust Indenture Act.

(b) 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.

1.07 Incorporation by Reference of the Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act term used in this Indenture has the following meaning:

“obligor” on the Securities of any series means the Company, any Guarantor of the Securities of any series, including the Parent Guarantor, and any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a Commission rule under the Trust Indenture Act and not otherwise defined herein are used herein as so defined.

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

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

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

1.11 Governing Law; Submission to Jurisdiction; Jury Trial Waiver. This Indenture, the Securities and any Guarantee of the Securities shall be governed by, and construed in accordance with, the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of the parties hereto and the Holders, by acceptance of the Securities, hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

EACH OF THE COMPANY, THE PARENT GUARANTOR, ANY GUARANTOR, THE TRUSTEE AND EACH HOLDER OF A SECURITY, BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

1.12 Legal Holidays. Unless otherwise provided by, or pursuant to, Section 3.01, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security is a Legal Holiday, then (notwithstanding any other provision of this Indenture or of the Securities) payment of the principal of, premium, if any, or interest, if any, on such Security need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the next succeeding Business Day.

1.13 Electronic Signatures and Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, and all of which taken together constitute one instrument. Signatures of the parties hereto transmitted by electronic PDF shall be deemed to be their original signatures for all purposes. This Indenture may be executed by way of electronic signatures, and any such electronic signature shall have the same binding effect as a physical signature. For the avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and electronic signatures (including, without limitation, DocuSign and AdobeSign), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee, pursuant to reasonable procedures approved by the Trustee.

1.14 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company, any Guarantor, including the Parent Guarantor, or any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

1.15 Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(d) words in the singular include the plural, and words in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) “including” means “including without limitation”;

(h) references to sections of, or rules under, the Securities Act, the Exchange Act and the Trust Indenture Act will be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time; and

(i) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision of this Indenture.

The article and section headings and the table of contents are for convenience only and shall not affect the construction hereof.

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

ARTICLE II

SECURITY FORMS

2.01 Forms Generally. The Securities of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more supplemental indentures, 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 notations, legends or endorsements placed thereon as may be required by the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities of any series may be listed or quoted, or to conform to usage, or to indicate any special limitations or restrictions to which any particular series of Securities are subject or as may, consistently herewith, be determined by the Authorized Officers executing such Securities as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to one or more Board Resolution(s), a copy of an appropriate record of any such action taken shall be certified by an Authorized Officer of the Company in an Officer’s Certificate, as the case may be, and delivered to the Trustee at or prior to the delivery of the written order(s) contemplated by Section 3.03 for the authentication and delivery of the initial Securities of each series. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security approved by or pursuant to such Board Resolution(s). The Trustee’s certificate of authentication shall be in substantially the form set forth in Section 2.02.

The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, including any manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or quoted, all as determined by the Authorized Officers executing such Securities, as evidenced by their execution of such Securities.

2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.


[NAME OF TRUSTEE], as Trustee

By:
Authorized Signatory



Dated:

2.03 Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution or one or more supplemental indentures that shall set forth the information required by Section 3.01. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons.

2.04 Book-Entry Provisions for Global Securities. If the Company shall establish, pursuant to or as contemplated by Section 3.01, that the 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 Section 3.03, authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend to substantially the following effect:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Each Depositary designated pursuant to, or as contemplated by Section 3.01, for a Global Security to be delivered in the United States 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.

If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, or if at any time the Depositary for the Securities of such series shall no longer be a clearing agency registered under the Exchange Act and any other applicable statute or regulation at a time when the Depositary is required to be so registered to act as depositary, the Company shall use its commercially reasonable efforts to appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the 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 3.01(13) shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a written order of the Company for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver as specified in such written order(s), 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.

The Company may, at any time and in its sole discretion determine, that the 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 shall execute and the Trustee, upon receipt of a written order of the Company for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver as specified in such written order(s), 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 pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver, without service charge:

(1)

to each Person specified by such Depositary, a new Security or Securities of the same series, of any authorized denomination 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

(2)

to such Depositary, a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities so delivered to Holders thereof.

In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee, upon receipt of a written order of the Company as described in Section 3.03, shall authenticate and deliver, Securities in definitive registered form in authorized denominations.

Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

Notwithstanding anything to the contrary in this Indenture, if any previously authenticated and delivered Global Securities are cancelled and Securities in definitive form are authenticated and delivered in exchange thereof pursuant to this Section 2.04, the Company shall not be required to deliver any Officer’s Certificate(s) or Opinion of Counsel to the Trustee.

The Company initially appoints the Trustee to act as the Security Registrar and Paying Agent and to act as Depositary Custodian with respect to the Global Securities. The Company has entered into (or will enter into in connection with the issuance of any series of Securities) a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each agent of the Company or the Trustee are hereby authorized to act in accordance with such letter and Applicable Procedures.

ARTICLE III

THE SECURITIES

3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series, and each such series shall, except as otherwise provided by this Section 3.01, rank equally and pari passu with all other unsecured and unsubordinated indebtedness of the Company. 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 supplemental indentures, prior to the initial issuance of Securities of any series:

(1)

the title of the Securities of such series (which shall distinguish the Securities of such series from all other Securities, except to the extent that additional Securities of an existing series are being, or will be, issued);

(2)

any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.05, 3.06, 4.03 or 11.04); provided, however, that the authorized aggregate principal amount of such series may from time to time be increased above such amount by a Board Resolution or as provided in the supplemental indenture establishing the Securities of such series;

(3)

the date or dates on which the principal and premium, if any, on the Securities of such series are payable or the method used to determine such date or dates;

(4)

the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount outstanding of such series, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Interest Payment Date;

(5)

if other than the currency of the United States, the currency or currencies or currency unit or units, including composite currencies, in which payment of the principal of, premium, if any, or interest, if any, on the Securities of such series shall be payable and the manner of determining the equivalent thereof in the currency of the United States for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;

(6)

if the principal of, premium, if any, or interest, if any, on the Securities of such series are to be payable, at the election of the Company, or a Holder, in a currency or currencies or currency unit or units other than that in which the Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the period or periods within which, and the terms and conditions upon which, such election may be made or the other circumstances under which any of such Securities are to be so payable, the time and manner of determining the exchange rate between the currency in which the Securities of such series are payable without such election and the currency in which the principal of or any premium or interest on such Securities are to be paid if such election is made, and any provision requiring the Holder to bear currency exchange costs by deduction from such payments;

(7)

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

(8)

the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee, where the principal of, premium, if any, and interest, if any, on, the Securities of such series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;

(9)

if applicable, the period or periods within or the date or dates on which, the price or prices at which, and the terms and conditions upon which, Securities of such series may be redeemed, purchased, exchanged or repaid, in whole or in part, at the option of the Company;

(10)

(11)

the obligation or right, if any, of the Company to redeem, purchase or repay Securities of such 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, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of such series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(12)

whether the Securities of such series will be convertible into or exchangeable for other Securities, capital stock or other securities of any kind of the Company or another Person, and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at the Company’s option, the conversion or exchange period, and any other provision in addition to or in lieu of those described herein;

(13)

whether the Securities shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities and the form of any legend or legends which will be borne by any such Global Securities, and any circumstances in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of such Global Security;

(14)

the date as of which any Global Securities of such series shall be dated if other than the original issuance of the first Security of such series to be issued;

(15)

the denominations in which Securities of such series, if any, shall be issuable, if other than the denominations of $2,000 and any integral multiple of $1,000 in excess thereof;

(16)

if other than the principal amount thereof, the portion of the principal amount of any of the Securities of such series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(17)

whether the Securities of such series are to be issued with original issue discount, including whether such security may be deemed an Original Issue Discount Security, and the amount of discount with which such Securities may be issued;

(18)

the application, if any, of Section 13.01, or such other means of satisfaction and discharge as may be specified for such Securities of such series;

(19)

whether the Securities of such series, in whole or any specified part, shall be subject to defeasance or covenant defeasance pursuant to Section 13.02 and, if so, the provisions relating thereto and the manner in which any election by the Company to provide for defeasance or covenant defeasance of such Securities shall be evidenced if different from the provisions herein relating thereto;

(20)

the appointment of any Paying Agent or agents, Security Registrar or Authenticating Agent for the Securities of such series, if other than the Trustee;

(21)

any deletions from or modifications of or additions to the Events of Default set forth in Section 6.01 that apply to the Securities of such series, any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02 or any other modifications to Article VI;

(22)

any deletions from or modifications of or additions to the covenants set forth in Article V that apply to the Securities of such series;

(23)

whether the Securities of such series are to be guaranteed and, if so, the terms and conditions upon which such Securities will be guaranteed, including (x) the form and terms of any Guarantor’s guarantee (including provisions relating to seniority or subordination of such guarantee, the release of such guarantee, any payment or other obligations on such Securities), (y) any additions or changes to this Indenture to permit or facilitate guarantees of such Securities and (z) any deletions from, modifications of or additions to the Guarantee set forth in Article XIV;

(24)

whether payment of amounts due with respect to Securities of such series is subordinated in right of payment to the prior payment of any other indebtedness, and, if so, the extent and the manner of such subordinations and any other provisions relating thereto;

(25)

any additions or changes to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(26)

the form of the Securities of such series;

(27)

provisions, if any, granting special rights to Holders upon the occurrence of specified events; and

(28)

any other terms of the Securities of such series, and if applicable, the guarantees thereof, and any other deletions from or modification of or additions to this Indenture in respect of such Securities.

If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be delivered to the Trustee at or prior to the initial issuance of Securities of such series as may be requested by such Trustee. No Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series of Securities except as the Trustee may agree in writing.

3.02 Denominations. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, and except as provided in Section 3.03, the Securities of each series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Authorized Officers executing the same may determine with the reasonable approval of the Trustee.

3.03 Execution, Authentication, Delivery and Dating. The Securities shall be signed on behalf of the Company by an Authorized Officer. Such signatures may be manual, facsimile or other electronic signatures, or electronic copies thereof, of any present or future Authorized Officer and may be imprinted or otherwise reproduced on the Securities.

Only such Securities as shall bear thereon a certificate of authentication substantially in the form set forth in Section 2.02, manually or electronically executed (or as otherwise specified in a supplemental indenture with respect to a series of Securities) by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder.

Securities bearing the manual or other electronic signatures, or electronic copies thereof, of an individual who was at any time an Authorized Officer shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication. The Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by an Authorized Officer, or pursuant to such procedures reasonably acceptable to the Trustee and such recipients, without any further action by the Company. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon:

(1)

the instrument or instruments establishing the form or forms and terms of the Securities of such series, as provided in Section 2.01 and Section 3.01;

(2)

an Officer’s Certificate delivered in accordance with Section 1.03 hereof; and

(3)

an Opinion of Counsel prepared in accordance with Section 1.03, to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate:

(i)

the forms and terms of such Securities have been established in conformity with Section 2.01 and Section 3.01 of this Indenture;

(ii)

all conditions precedent set forth in Section 2.01, Section 3.01 and Section 3.03 of this Indenture to the authentication and delivery of such Securities have been complied with; and

(iii)

such Securities, 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 valid and binding obligations of the Company entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), (c) other commonly recognized statutory and judicial constraints as to enforceability, including statutes of limitations, and (d) public policy considerations which may limit the rights of parties to obtain certain remedies.

The Trustee shall have the right to decline to authenticate and deliver the Securities of such series if the Trustee on the advice of counsel reasonably determines that such action may not lawfully be taken or would expose the Trustee to personal liability. The Trustee shall have no duty to make such an examination or determination.

Each Security shall be dated the date of its authentication.

Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the Company and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

3.04 Temporary Securities. Pending the preparation of a permanent Global Security or definitive Securities of any series, the Company may execute, and upon compliance with Section 3.03, the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, engraved or produced by any combination of these methods, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Authorized Officers executing such Securities may determine, as evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver in exchange therefor, a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor.

Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series except as otherwise specified as contemplated by Section 3.01 with respect to the payment of interest on Securities in temporary form. Such exchanges shall be made by the Company at its expense and without any charge therefor.

Upon any exchange of a portion of a temporary Global Security for a definitive Security pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. Notwithstanding anything to the contrary in this Indenture, if any portion of a temporary Global Security is cancelled and Securities in definitive form are authenticated and delivered in exchange thereof pursuant to this Section 3.04, the Company shall not be required to deliver any Officer’s Certificate(s) or Opinion of Counsel to the Trustee.

3.05 Registration; Registration of Transfer and Exchange. The Company shall cause to be kept for each series of Securities a register or registers herein sometimes collectively referred to as the “Security Register” in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of such Securities and of transfers of such Securities. Such register shall be kept at the office or agency of the “Security Registrar” for the purpose of registering such Securities and transfers of such Securities as herein provided.

Upon surrender for registration of transfer of any Security of any series, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. In no case shall there be more than one Security Register for a series of Securities.

At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Securities to be exchanged. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver the Securities that the Holder making the exchange is entitled to receive.

Notwithstanding any other provision of this Section 3.05, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary.

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

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

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.

The Company shall not be required to (i) issue, register the transfer of or exchange Securities of any particular series during a period beginning at the opening of business 15 days before the day of selection of Securities of such series to be redeemed under Section 4.02 and ending at the close of business on the day of the sending of a notice of redemption of Securities of such series selected for redemption or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable U.S. federal or state securities laws.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

None of the Trustee, any Paying Agent, the Security Registrar, the Company or any Guarantor shall have any responsibility for any actions taken or not taken by the Depositary.

3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be requested by them to hold each of them and any agent of any of them harmless, then the Company shall execute and, upon written request, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

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

Upon the issuance of any new Security under this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

3.07 Payment of Interest; Interest Rights Preserved. Interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and, with respect to any Global Security, in accordance with the Applicable Procedures.

Any interest on any Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the close of business on the relevant Regular Record Date, and such Defaulted Interest shall be paid by the Company, at its election, as provided in either clause (1) or (2) below:

(1)

The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner. The Company shall notify the Trustee, in writing, as to the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Company 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, unless otherwise agreed to by the Trustee, not less than 10 days after the receipt by the Trustee of the written notice of the proposed payment. The Company shall promptly notify the Trustee, in writing, of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be e-mailed or mailed (first-class postage prepaid) to each Holder of Securities of such series at such Holder’s e-mail or address as it appears in the Security Register or sent pursuant to Applicable Procedures, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective predecessor Securities) are registered at the close of business on such Special Record Date.

(2)

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

Subject to the foregoing provisions of this Section 3.07, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

3.08 Persons Deemed Owners. The Company and the Trustee, and their respective agents, shall treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.07) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Company nor the Trustee, nor their respective agents, shall be affected by notice to the contrary.

None of the Company, any Guarantor, 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. The Company, any Guarantor, the Trustee, any Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof.

3.09 Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any payment in respect of a sinking fund or analogous obligation shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.09, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee pursuant to its standing procedures, and the Trustee shall, upon written request therefor, deliver to the Company a certificate of cancellation in respect thereof.

3.10 Computation of Interest; Calculations. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, any determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable with respect to the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall be responsible for making calculations called for under the Securities and this Indenture, including determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable on the Securities. Absent manifest error, the Company’s calculations will be final and binding on the Holders. The Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.

3.11 CUSIP Numbers, ISINs and Common Code Numbers. The Company in issuing any Securities may use “CUSIP” numbers, “ISINs” and/or “Common Code” numbers (if then generally in use), and, if so, the Trustee shall as a convenience use “CUSIP” numbers, “ISINs” and/or “Common Code” numbers in notices to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers, “ISINs” and/or “Common Code” numbers of any Securities.

ARTICLE IV

REDEMPTION OF SECURITIES

4.01 Applicability of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund or analogous provision, if applicable) permitted by the terms of any series of Securities shall be made in accordance with such terms and Section 4.02, Section 4.03, Section 4.04 and (with respect to any redemptions for which Section 4.02 Section 4.03 and Section 4.04 are not applicable) Section 4.06; provided, however, that, notwithstanding anything to the contrary in this Article IV, if any such terms of a series of Securities shall conflict with any provisions of this Article IV, the terms of such series shall govern.

4.02 Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or effected pursuant to, an Officer’s Certificate delivered to the Trustee at least three Business Days prior to the time notice of redemption is sent to the Holders of the Securities (or such lesser number of days as the Trustee shall approve). In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02.

Any notice of redemption to be given to the Holders of the Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than 10 nor more than 60 days prior to the date fixed for redemption, except that any notice of redemption may be mailed or electronically delivered more than 60 days prior to a redemption date if the notice is issued in connection with a legal or covenant defeasance of the Securities or a satisfaction and discharge of this Indenture. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the (i) redemption date may be delayed until such time (including by more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived by the Company in its sole discretion, or (ii) such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state the section of this Indenture and the Securities authorizing redemption and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date, unless, with respect to any Global Security, the procedures of the Depositary require payment to be completed in an alternate manner and in such case the procedures of the Depositary may control), will be made upon presentation and surrender of such Securities and that, from and after said date fixed for redemption, any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be Outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the “CUSIP” number, “ISIN” and/or “Common Code” number and that no representation is made as to the correctness or accuracy of the “CUSIP” number, “ISIN” and/or “Common Code” number, if any, listed in such notice or printed on the Securities.

In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice that relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part.

To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if fewer than all of a series are to be redeemed. If fewer than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than three Business Days (or such lesser number of days as the Trustee shall approve) prior to the date such notice of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed.

If fewer than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem appropriate or in accordance with applicable Depositary procedures, and shall thereafter promptly notify the Company and any Paying Agent (if other than the Trustee) in writing of the Securities selected for redemption and the principal amount thereof to be redeemed.

Any notice of redemption may be given by the Company pursuant to this Section 4.02. At the Company’s request, the Trustee shall provide the notice of redemption in the Company’s name and at its expense; provided that the Company has delivered a written request to the Trustee at least three Business Days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, which request shall set forth the information to be stated in such notice.

4.03 Payment of Securities Called for Redemption. If notice of redemption shall have been given in the manner provided in Section 4.02, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued thereon, if any, to, but excluding, the date fixed for redemption, and on and after such date of redemption (unless the Company shall default in the payment of such Securities or portions thereof at the redemption price, together with interest accrued thereon, if any, to, but excluding, the date fixed for redemption) any interest on the Securities or portions of Securities so called for redemption shall cease to accrue and such Securities and portions of Securities shall be deemed not to be Outstanding hereunder and shall not be entitled to any benefit under this Indenture except for the right of the Holder(s) thereof to receive, in accordance with the next sentence, payment of the redemption price, together, if applicable, with accrued interest thereon, if any, to, but excluding, the date fixed for redemption. On presentation and surrender of such Securities, on or after the redemption date specified in the notice of redemption, such Securities or specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon, if any, to, but, excluding, the date fixed for redemption; provided, however, that unless otherwise specified as contemplated by Section 3.01, installments of interest that mature on Securities on or prior to the redemption date shall be payable to the Holders of such Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.07.

Upon presentation and surrender of any Security that is to be redeemed in part only, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver to the Holder or transfer by book entry, at the expense of the Company, a new Security or Securities of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so surrendered.

4.04 Deposit of Funds for Redemption of Securities. On or prior to 11:00 a.m. Eastern Time on the date fixed for redemption of any Securities as hereinbefore provided in this Article IV, the Company shall deposit in trust with the Trustee or with any Paying Agent (or if and to the extent that the Company shall be acting as its own Paying Agent, the Company shall set aside, segregate and hold in trust) funds sufficient to redeem the Securities or portions thereof to be redeemed on such redemption date, at the applicable redemption price, together with interest accrued thereon, if any, to, but excluding, the redemption date. The Trustee or the Paying Agent, as applicable, will promptly return to the Company any money deposited with the Trustee or the Paying Agent, as applicable, by the Company in excess of the amounts necessary to pay the applicable redemption price, together with interest accrued thereon, if any, to, but excluding, the redemption date.

4.05 Mandatory Redemption. Unless otherwise indicated for a particular series of Securities by an Officer’s Certificate, supplemental indenture or Board Resolution, the Company shall not be required to make any mandatory redemption or sinking fund payment with respect to any series of Securities.

4.06 Other Transactions. Notwithstanding anything to the contrary in this Indenture, the Company, the Parent Guarantor and their respective Affiliates, and their respective members of management, among other parties, may, at any time and from time to time, purchase, repurchase, redeem, exchange, defease or otherwise acquire or retire the Securities by any means other than a redemption conducted pursuant to Section 4.02, Section 4.03 and Section 4.04 of this Indenture (and, for the avoidance of doubt, without being subject to any pro rata repurchase requirement), from any Person, upon such terms and conditions, at such prices and with such considerations as the Company, the Parent Guarantor and their respective Affiliates and their respective members of management, among other parties, may determine, including, without limitation, in negotiated transactions, open market purchases, by tender offer or any other transactions with one or more Holders and/or beneficial owners of Securities.

ARTICLE V

PARTICULAR COVENANTS

5.01 Payments of Principal, Premium, if Any, and Interest, if Any. The Company covenants and agrees, for the benefit of each series of Securities, that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on the Securities of that series at the times and places and in the manner provided herein and in the Securities of that series.

Notwithstanding anything to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States or other state, local or non-U.S. taxing authorities from principal or interest payments hereunder.

5.02 Office or Agency for Certain Purposes. The Company will maintain an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of such Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency.

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

5.03 Waiver of Certain Covenants. The Company and any Guarantors may omit in any particular instance to comply with any term, provision or condition with respect to the Securities of any series and, if expressly provided pursuant to Section 3.01, any additional covenants applicable to the Securities of such series if, before the time for such compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series, by act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and any Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

5.04 Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of the Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

5.05 Provisions as to Paying Agent.

(a) If the Company shall appoint a Paying Agent other than the Trustee with respect to any series of Securities, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee subject to this Section 5.05, that it will, in addition to fulfilling the duties provided in Section 317 of the Trust Indenture Act, 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.

(b) If the Company or any Guarantor shall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.

(c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to 11:00 a.m. Eastern Time on each due date of the principal of, premium, if any, or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Paying Agent shall promptly notify the Trustee of the Company’s action or failure so to act.

(d) Anything in this Section 5.05 to the contrary notwithstanding, the Company may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee (or Paying Agent) all sums held in trust for any such series by it, or by any Paying Agent hereunder, as required by this Section 5.05, such sums to be held by the Trustee upon the trusts herein contained.

(e) Anything in this Section 5.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.05 is subject to Section 13.04 and Section 13.05.

5.06 Statement by Officers as to Default. The Company or, at its option, the Parent Guarantor shall deliver to the Trustee, within 120 days after the end of its fiscal year, a written statement (which need not be contained in or accompanied by an Officer’s Certificate) signed by one of the delivering Person’s principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the best of his or her knowledge, the Company or any Guarantor (to the extent that such information as to a Guarantor is required under the Trust Indenture Act) is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or grace periods) and if the Company or any Guarantor (to the extent that such information as to a Guarantor is required under the Trust Indenture Act) shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge. Such certificates need not comply with Section 1.03 of this Indenture.

ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

6.01 Events of Default.

“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events unless such event is specifically deleted or modified in or pursuant to the supplemental indenture or Officer’s Certificate establishing the terms of the Securities of such series pursuant to Section 3.01 of this Indenture:

(1)

default in the payment of any interest on any of the Securities of such series when such interest becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company or a Guarantor with the Trustee or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period);

(2)

default in the payment of any principal of or premium, if any, on, any of the Securities of such series when due;

(3)

default in the performance, or breach, of any covenant of the Company or any applicable Guarantor in this Indenture or any Security of such series (other than a covenant for which the consequences of breach or nonperformance are addressed elsewhere in this Section 6.01 or a covenant that has expressly been included in this Indenture, whether or not by means of a supplemental indenture, solely for the benefit of Securities of a series other than such series), and continuance of such default or breach (without such default or breach having been cured or waived in accordance with the provisions of this Indenture) for a period of 90 days after the Company has received written notice, by registered or certified mail or overnight air courier guaranteeing next day delivery, delivered by the Trustee or after the Company and the Trustee have received written notice, by registered or certified mail or overnight air courier guaranteeing next day delivery, delivered by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of such series, specifying such default or breach and requiring it to be remedied and stating that such notice is a “notice of default” hereunder;

(4)

the Guarantee of the Parent Guarantor or any Significant Subsidiary with respect to such series of Securities is held in any judicial proceeding to be unenforceable or invalid or, except as permitted by this Indenture, ceases for any reason to be in full force and effect, or the Parent Guarantor or any Significant Subsidiary denies or disaffirms its obligations under its Guarantee with respect to the Securities of such series in writing, in each case other than by reason of release pursuant to the terms of this Indenture or the terms of any other documents with respect to such series of Securities;

(5)

the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company, the Parent Guarantor or any Significant Subsidiary in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudicating the Company, the Parent Guarantor or any Significant Subsidiary bankrupt or insolvent, or appointing a custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or other similar official of the Company, the Parent Guarantor or any Significant Subsidiary or for substantially all of the properties and assets of the Company, the Parent Guarantor and any Significant Subsidiary, taken as a whole, or ordering the winding up or liquidation of the affairs of the Company, the Parent Guarantor and any Significant Subsidiary, taken as a whole, other than as permitted under Article XII hereto, and the continuance of any such decree or order for relief unstayed and in effect for a period of 90 consecutive days;

(6)

the commencement by the Company, the Parent Guarantor or any Significant Subsidiary of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by the Company, the Parent Guarantor or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company, the Parent Guarantor or any Significant Subsidiary in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, the Parent Guarantor or any Significant Subsidiary or the consent by the Company, the Parent Guarantor or any Significant Subsidiary to the filing of such petition or to the appointment of a custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or similar official of the Company, the Parent Guarantor or any Significant Subsidiary or for substantially all of the properties and assets of the Company, the Parent Guarantor and any Significant Subsidiary, taken as a whole, or the making by the Company, the Parent Guarantor or any Significant Subsidiary of an assignment for the benefit of creditors; or

(7)

any other Event of Default provided with respect to Securities of such series that is specified in an Officer’s Certificate or supplemental indenture hereto pursuant to Section 3.01.

6.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clauses (5) or (6) of Section 6.01) with respect to the Securities of any series occurs and is continuing, then either the Trustee or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses (6) or (7) of Section 6.01 with respect to the Securities of any series occurs, then the principal of all of the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon 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 of the Securities of such series.

At any time after Securities of any series have been accelerated (whether by declaration of the Trustee or the Holders or automatically) and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of not fewer than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such acceleration and its consequences if all existing Events of Default with respect to that series have been cured or waived as provided in Section 6.07, except non-payment of principal (or such lesser amount) or interest that has become due solely because of the acceleration, and amounts owing to the Trustee pursuant to Section 7.07 have been paid. No such rescission shall affect any subsequent default.

Any time period in this Indenture to cure any actual or alleged default or Event of Default may be extended or stayed by a court of competent jurisdiction; provided that a notice of default may not be given with respect to any action taken, and reported publicly or to the Holder of the Securities of such series, more than two years prior to such notice of default.

The Company and the Trustee may, to the extent provided in Section 11.01, enter into one or more supplemental indentures with respect to any series of the Securities that may provide for additional, different or fewer Events of Default with respect to such series of Securities. Additional, different or fewer Events of Default with respect to such series of Securities may also be set forth pursuant to Section 3.01.

6.03 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (i) in case a default shall be made in the payment of any installment of interest on any of the Securities, as and when the same shall become due and payable, and such default shall have continued for a period in excess of 30 days, or (ii) in case a default shall be made in the

payment of the principal of or premium, if any, on any of the Securities when and as the same shall have become due and payable, whether upon maturity of the Securities or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount that then shall have become due and payable on such Securities for principal and premium, if any, interest, if any, with interest upon the overdue principal and premium, if any, of each such Security and (to the extent legally enforceable under applicable law) upon any installments of interest, at the rate borne by such Security, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its gross negligence or willful misconduct.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series, or the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought, in accordance with Section 317 of the Trust Indenture Act as may be authorized therein, in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Securities of such series. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of a series, and it shall not be necessary to make any Holders of the Securities of such series parties to any such proceedings.

In case of an Event of Default hereunder with respect to Securities of a particular series, the Trustee may, but shall not be under any obligation to, proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceedings in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. The Trustee is authorized to file such proofs of claim and 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 the Holders of the Securities allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), its creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be unpaid for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Trustee may, on

behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar committee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of the Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series 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.

6.04 Application of Proceeds. Any money or property collected by the Trustee with respect to a series of Securities pursuant to Section 6.03, and after an Event of Default any money or other property distributable in respect of the Company’s obligations under this Indenture, shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys or property:

FIRST: To the payment of all costs and expenses in connection with the collection of such moneys, and all amounts payable to the Trustee, its agents and attorneys under Section 7.07; and

SECOND: To the payment of the entire amounts then due and unpaid upon the Securities in respect of which or for the benefit of which such moneys shall have been collected, without any preference or priority, ratably according to the amounts due and payable upon such Securities upon presentation of the several Securities and notation of such payment thereon, if partly paid, and upon surrender thereof, if fully paid.

Any surplus then remaining shall be paid to the Company.

6.05 Limitations on Suits by Holders. Except as set forth in Section 316(b) of the Trust Indenture Act, no Holder of any Security of any series shall have any right by virtue or by availing itself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series, (2) the Holders of no fewer than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered, and if requested, provided to the Trustee such security or indemnity as it may require against the costs, expenses and liabilities which may be incurred therein or thereby, (3) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity, shall have failed to institute any such action, suit or proceeding and (4) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; it being understood and intended, and being expressly covenanted by the Holder of every Security of such series with every other Holder of Securities of such series and the Trustee, that no one or more Holders of the Securities of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of Securities or to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of the Securities of such series.

6.06 Powers and Remedies Cumulative; Delay or Omission Not Waiver. All powers and remedies given by this Article VI to the Trustee or to the Holders of the Securities of any series shall, to the extent permitted by law and subject to Section 6.05, be deemed cumulative and not exclusive of any other such powers and remedies or of any other powers or remedies available to the Trustee or such Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of the Securities of any series to exercise any right or power accruing upon any default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein, and, subject to Section 6.05, every power and remedy given by this Article VI or by law to the Trustee or to such Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by such Holders.

6.07 Control by Holders; Waiver of Default. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to Securities of such series; provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, involve the Trustee in personal liability or have been determined by the Trustee to be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders); provided, further, that nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and that is not inconsistent with such direction by such Holders. The Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all of the Securities of such series waive any past default hereunder with respect to the securities of such series and its consequences, except a default in the payment of the principal of, premium, if any, or interest, if any, on any of the Securities of such series (provided, however, that the Holders of a majority in principal amount of the Outstanding Securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). In the case of any such waiver, such default shall cease to exist, any Event of Default arising from such default shall be deemed to have been cured for every purpose of this Indenture, and the Company, any Guarantors, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default, except as may be provided for in the definition of “default.”

6.08 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant; provided, however, that this Section 6.08 shall not apply to a suit by the Trustee or the Company, a suit by a Holder pursuant to Section 6.05 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities of any series.

ARTICLE VII

CONCERNING THE TRUSTEE

7.01 Certain Duties and Responsibilities.

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing and is known to the Trustee, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

(b) Except during the continuance of an Event of Default actually known to a Responsible Officer of the Trustee,

(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

(ii) in the absence of willful misconduct or gross negligence 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).

(c) In case an Event of Default has occurred and is continuing and is actually known to a Responsible Officer of the Trustee, 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; provided, however, the Trustee shall be under no obligation to take any action to protect, preserve or enforce any rights or interests, or to take any action under any of the agreements or documents related hereto, whether on its own motion or the request of any other person unless from time to time the Trustee is provided with indemnity reasonably satisfactory to the Trustee.

(d) 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 Section 7.01(c) shall not be construed to limit the effect of Section 7.01(a);

(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 a direction received by it pursuant to Section 6.07; 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, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(e) 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 7.01.

(f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder. The permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

7.02 Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series that as to which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit to all Holders of the Securities of such series notice of such default hereunder actually known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of the Securities of such series; and provided, further, that in the case of any default of the character specified in Section 6.01(3) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof.

7.03 Certain Rights of Trustee.

(1)

The Trustee may conclusively rely and shall be protected in acting, or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document (whether in its original or electronic form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)

Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by an Authorized Officer thereof (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary, or another appropriate officer, of the Company;

(3)

The Trustee may consult with counsel of its selection, and the advice of 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;

(4)

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered, and if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

(5)

The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(6)

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, consent, order, approval, appraisal, bond, debenture or other paper or document with respect to such series of Securities, 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, during normal business hours of the Company and upon reasonable prior notice to the Company, to examine the books, records and premises of the Company, personally or by agent or attorney, the reasonable costs thereof to be reimbursed to the Trustee by the Company;

(7)

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;

(8)

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

(9)

The Trustee shall only be deemed to have knowledge of any default or Event of Default (except with respect to an Event of Default pursuant to Section 6.01(1) or Section 6.01(2) only if the Trustee is also the Paying Agent) with respect to the Securities of any series if written notice of any event which is in fact such a default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities of such series and this Indenture;

(10)

The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be compensated, reimbursed, indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder;

(11)

The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture;

(12)

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access, or other unavailability of the Federal Reserve Bank wire or electronic or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and

(13)

Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

7.04 Trustee Not Responsible for Recitals. The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication and the representation as to the power of the Trustee to enter into this Indenture and perform its duties, shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be responsible for and makes no representations as to the validity or adequacy of this Indenture, the Securities, or any offering material, including any prospectus. The Trustee shall not be responsible for any inconsistencies between the terms of this Indenture and any offering material related to Securities issued hereunder or any supplement hereto. The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture. The Trustee shall not be responsible for the use or

application of any money received by any Paying Agent other than the Trustee. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Company but the Trustee may require full information and advice as to the performance of the aforementioned covenants. The Trustee shall not be responsible for any statement in any document in connection with the sale of the Securities other than information about the Trustee provided by the Trustee to the Company for incorporation or use in any such documents.

7.05 Trustee and Others May Hold Securities. 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 Securities and may otherwise deal with the Company or any other obligor on the Securities with the same rights it would have if it were not the Trustee, any such Paying Agent, the Security Registrar or any such other agent.

7.06 Moneys Held by Trustee or Paying Agent. Subject to Section 13.04 and Section 13.05, all moneys received by the Trustee or any Paying Agent, 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 moneys received by it hereunder except such as it may agree in writing with the Company. The provisions of this Section 7.06 shall not apply to the Company acting as its own Paying Agent pursuant to Section 5.05(b).

7.07 Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its separate counsel) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company and each Guarantor, jointly and severally, also covenant and agree to indemnify the Trustee, any predecessor Trustee and their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without gross negligence or willful misconduct on their part, as determined by a final order of a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own gross negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction; provided, however, that the Company need not pay for any settlement

made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(4) or Section 6.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law.

The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the discharge or other termination of this Indenture.

7.08 Right of Trustee to Rely on Certificate of Certain Officers. Whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect hereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

7.09 Persons Eligible for Appointment as Trustee. There shall at all times be a Trustee hereunder that is an entity organized and doing business under the laws of the United States, any state or territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by U.S. federal, state, territorial or District of Columbia authority. If such entity publishes reports of condition at least annually, pursuant to law or to the requirements of a supervising or examining authority, then for the purposes of this Section 7.09, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with this Section 7.09 or the Trust Indenture Act, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. Neither the Company nor any Affiliate of the Company shall serve as Trustee for the Securities of any series issued hereunder. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series or any other indenture of the Company.

7.10 Resignation and Removal of Trustee; Appointment of Successor.

(a) The Trustee, or any Trustee or Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Securities by giving 30 days prior written notice to the Company and by giving notice of such resignation to the Holders of the Securities in the manner provided in Section 1.05. Upon receiving such notice of resignation, the Company shall use its commercially reasonable efforts to promptly appoint a successor Trustee or Trustees with respect to the applicable series by written instrument executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed with respect to a particular series and have accepted appointment within 30 days after the sending 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, or any Holder who has been a bona fide Holder of a Security or Securities of the applicable series for at least 6 months may, on behalf of such Holder and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(2) the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company upon 30 days prior written notice may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or any Holder who has been a bona fide Holder of a Security or Securities of any such series for at least 6 months may, on behalf of such Holder and all others similarly situated, petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to such series. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee with respect to such series.

(c) The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may at any time upon 30 days prior written notice remove the Trustee with respect to that series and appoint with respect to such series a successor Trustee by delivering to the Trustee so removed, to the successor Trustee so appointed and to the Company, the evidence provided for in Section 9.01 of the action taken by the Holders, unless within 10 days after notice to the Company of such nomination, the Company objects thereto, in which case, the Trustee so removed or any Holder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, on behalf of himself and all others similarly situated, and at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d) Any resignation or removal of the Trustee and any appointment of a successor Trustee pursuant to this Section 7.10 shall become effective only upon acceptance of appointment by the successor Trustee as provided in Section 7.11.

7.11 Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed under Section 7.10 shall execute, acknowledge and deliver to the Company and to the predecessor Trustee with respect to any and all applicable series an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed, or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect of such series of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any such amounts then due it pursuant to the provisions of Section 7.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts with respect to such series of the Trustee so ceasing to act. Upon the reasonable request of any such successor Trustee, the Company shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to Section 7.07.

In the case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver a supplemental indenture which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and 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 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.

No successor Trustee with respect to any series of Securities shall accept appointment as provided in this Section 7.11 unless at the time of such acceptance such successor Trustee shall with respect to such series be eligible under Section 7.09.

Upon acceptance of appointment by a successor Trustee with respect to the Securities of any series, the Company shall give notice of the succession of such Trustee hereunder to the Holders of the Securities in the manner provided in Section 1.05. If the Company fails to give such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company.

7.12 Merger, Conversion or Consolidation of Trustee. Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all the corporate trust business of the Trustee, shall be the

successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such successor Trustee shall be eligible under the provisions of Section 7.09 hereof and Sections 310(a)(1), (2) and (5) of the Trust Indenture Act. The Trustee is subject to Section 310(b) of the Trust Indenture Act.

7.13 Authenticating Agents. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate any series of Securities, and the Trustee shall give written notice of such appointment to all Holders of the Securities of such series with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.

Each Authenticating Agent shall at all times be an entity organized and doing business under the U.S. federal or state laws, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by U.S. federal or state authority. If such entity publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.13 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect herein specified in this Section 7.13.

Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all the corporate agency business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor entity is otherwise eligible to act as such in accordance with the provisions of this Section 7.13, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent or such successor entity.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice or resignation or upon a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, the Trustee may appoint a successor authenticating agent. Upon the appointment, at any time after the original issuance of any series of Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Company and shall at the expense of the Company give notice of such appointment to all Holders of the Securities of such series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13.

Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services.

The provisions of Section 7.04, Section 7.05 and Section 7.08 shall inure to the benefit of each Authenticating Agent to the same extent that they inure to the benefit of the Trustee.

If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.


[NAME OF TRUSTEE], as Trustee

By: [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent

By:
Authorized Signatory



Dated:

7.14 Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to Section 311(a) of the Trust Indenture Act regarding the collection of claims against the Company (or any other obligor upon the Securities), excluding any creditor relationship listed in Trust Indenture Act Section 311(b).

ARTICLE VIII

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

8.01 Company to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company (and to the extent applicable under Section 312(a) of the Trust Indenture Act, any other obligor) shall furnish, or cause to be furnished to the Trustee:

(a) semi-annually with respect to Securities of each series, within 15 days after each Regular Record Date, of each year or upon such other dates as are set forth in or pursuant to the Board Resolution, Officer’s Certificate or supplemental indenture authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date; and

(b) within 30 days after the receipt by the Company of any written request from the Trustee, 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 so long as the Trustee is the Security Registrar no such list shall be required to be furnished.

8.02 Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary date following the first issuance of Securities pursuant to Section 3.01, transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such anniversary date with respect to any of the events specified in said Sections 313(a) and 313(b)(2) of the Trust Indenture Act which may have occurred since the later of the immediately preceding anniversary date and the date of this Indenture.

(b) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.

(c) Reports pursuant to this Section 8.02 shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

8.03 Reports by the Company.

(a) To the extent required by Section 314(a) of the Trust Indenture Act, the Parent Guarantor shall, so long as the Securities of any series of Securities are Outstanding, file with the Trustee such information, documents and other reports as may be required to comply with the provisions of Section 314(a) of the Trust Indenture Act; provided that (i) any failure of the Parent Guarantor to comply with this provision shall not constitute a default or an Event of Default and (ii) only the Trustee, acting at the written direction of Holders of a majority of the aggregate outstanding principal amount of the Securities of the applicable series, may institute a legal proceeding against the Company or the Parent Guarantor to enforce such delivery obligation.

(b) Reports, information and documents filed by the Parent Guarantor with the SEC via EDGAR (or any successor system thereto) will be deemed filed with the Trustee for purposes of this Section 8.03 as of the time that such reports, information and documents are filed via EDGAR (or any successor system thereto).

(c) Delivery of reports, information and documents to the Trustee under this Section 8.03 are for informational purposes only, and the Trustee’s receipt of the foregoing shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s, the Parent Guarantor’s or any Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed under any filing system or posted to any website.

ARTICLE IX

CONCERNING THE HOLDERS

9.01 Evidence of Action Taken by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage or majority have joined therein may be evidenced (i) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (ii) by the record of the Holders of the Securities voting in favor thereof at any meeting of Holders duly called and held in accordance with the rules and procedures established pursuant to Article X or (iii) by a combination of such instrument or instruments and any such record of such a meeting of Holders.

Members of, or participants in, a Depositary shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Depositary Custodian or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its agent members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

9.02 Proof of Execution of Instruments and of Holding of Securities. Subject to the provisions of Section 7.03 and Section 315 of the Trust Indenture Act, proof of the execution of any instrument by a Holder or its agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:

The fact and date of the execution by any such Person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any state within the United States, that the Person executing such instrument acknowledged to such notary or other officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of such officer’s or member’s authority. The fact and date of the execution of any such instrument may also be proved in any other manner which the Trustee may deem sufficient.

The ownership of Securities may be proved by the Security Register or by a certificate of the Security Registrar.

If the Company shall solicit from the Holders of the Securities of any series any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of the Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Company. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be sought or given before or after the record date, but only the Holders of the Securities of record at the close of business on such record date shall be deemed to be the Holders of the Securities for the purpose of determining whether Holders of the requisite proportion of Securities of such series Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the Securities of such series Outstanding shall be computed as of such record date.

The Trustee may require such additional proof, if any, of any matter referred to in this Section 9.02 as it shall deem necessary.

9.03 Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities or of any series of Securities specified in this Indenture in connection with such action, any Holder of a Security which is shown, by evidence, to be included in the Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 9.02, revoke such action so far as concerns such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange therefor or in place thereof. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the Holders of all the Securities.

ARTICLE X

HOLDERS’ MEETINGS

10.01 Rules for Meetings. The Trustee may make reasonable rules and procedures for meetings of Holders.

ARTICLE XI

SUPPLEMENTAL INDENTURES

11.01 Supplemental Indentures Without Consent of Holders. The Company, any applicable Guarantor, and the Trustee may from time to time and at any time enter into one or more supplemental indentures hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more of the following purposes:

(1)

to convey, transfer, assign, mortgage or pledge to the Trustee as security for all or any series of Securities any property or assets that the Company may desire;

(2)

to evidence the succession of another corporation to the Company or any Guarantor, as applicable, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company or such Guarantor, as applicable, pursuant to Article XII;

(3)

to add to or modify the covenants and agreements of the Company for the protection of the Holders of the Securities of all or any series (and if such covenants, agreements, restrictions or conditions are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements, restrictions or conditions are expressly being included solely for the benefit of such series);

(4)

to add or modify any Events of Default for the benefit of the Holders of the Securities of all or any series (and if such additional or modified Events of Default are to be for the benefit of fewer than all series of Securities, stating that such additional or modified Events of Default are expressly being included solely for the benefit of such series);

(5)

to prohibit the authentication and delivery of additional series of Securities under this Indenture;

(6)

to cure any ambiguity, omission, mistake, defect or inconsistency;

(7)

to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture or any supplemental indenture; provided that such action shall not adversely affect the rights of Holders of the Securities of any series in any material respect;

(8)

to establish the form and terms of the Securities of any series as permitted in Section 2.01, Section 3.01 and Section 3.03, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed;

(9)

to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.11;

(10)

to provide for uncertificated Securities in addition to or in place of certificated Securities;

(11)

to delete, amend or supplement any provision contained herein or in any supplemental indenture (which deletion, amendment or supplement may apply to one or more series of Securities or may apply to this Indenture generally, including the amendment and restatement of this Indenture), provided that such amendment or supplement does not (i) apply to any Security of any series then Outstanding created or issued prior to the date of the supplemental indenture pursuant to which such deletion, amendment or supplement, as the case may be, is made and entitled to the benefit of such provision deleted, amended or supplemented by such supplemental indenture or (ii) adversely modify the rights of the Holder of any such Security;

(12)

to add Guarantors or co-obligors for the benefit of the Securities of all or any series or to release Guarantors from their Guarantees of Securities in accordance with the terms of the applicable series of Securities;

(13)

to evidence or facilitate the release, termination, defeasance or discharge of a Guarantee of the Securities of all or any series when such release, termination or defeasance, discharge is permitted under the provisions of this Indenture;

(14)

to secure the Securities or Guarantees of the Securities of all or any series;

(15)

to comply with the applicable procedures of the applicable Depositary;

(16)

to comply with the Trust Indenture Act or maintain the qualification of this Indenture under the Trust Indenture Act; and

(17)

to conform the provisions of this Indenture and the Securities or any Guarantees of the Securities to the description thereof contained in the applicable prospectus and any related prospectus supplement.

Upon request of the Company, the Trustee is hereby authorized to join with the Company and any applicable Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture if the Trustee reasonably concludes that such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture.

Any supplemental indenture authorized by the provisions of this Section 11.01 shall be executed by the Company and the Trustee and shall not require the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding Section 11.02.

11.02 Supplemental Indentures With Consent of Holders. With the consent (evidenced as provided in Section 9.01) of the Holders of not fewer than a majority of the aggregate principal amount of the Outstanding Securities of any series affected by such supplemental indenture, the Company, any applicable Guarantor, and the Trustee may from time to time and at any time enter into an indenture or supplemental indentures hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as shall be in force at the date of execution of such supplemental indenture or indentures) for the purpose, with respect to Securities of such series, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to Securities of such series or of modifying in any manner the rights of the Holders of the Securities of such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Security so affected:

(a) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption thereof at the option of the Company, or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(b) adversely affect the right of any Holder to receive payment of the principal of and interest on any Security on the Stated Maturity thereof or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, in each case as such Stated Maturity may, if applicable, be extended in accordance with the terms of such Security, or, in the case of redemption at the option of the Company, on or after the Redemption Date;

(d) reduce the percentage in principal amount of the Outstanding Securities of any series the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 5.03 or Section 6.07 of this Indenture; or

(e) modify any of the provisions of this Section 11.02 or Section 6.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby.

Upon the written request of the Company and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless the Trustee reasonably concludes that such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.

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

It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any supplemental indenture under this Section 11.02, the Company shall give notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of the applicable series of Securities in the manner provided in Section 1.05. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

The Company may set a record date for purposes of determining the identity of the Holders of each series of Securities entitled to give a written consent or waive compliance by the Company as authorized or permitted by this Section 11.02.

11.03 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XI, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company, any Guarantors and the Holders of the Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

11.04 Notation on Securities in Respect of Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article XI or after any action taken at a Holders meeting pursuant to the provisions of Article X may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture or as to any such action. If the Company and the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company and the Trustee, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

11.05 Opinion of Counsel and Officer’s Certificate to Be Given to Trustee. The Trustee, subject to Section 7.03 and, to the extent applicable, Section 315 of the Trust Indenture Act, shall be entitled to conclusively rely upon and shall be fully protected in acting upon, or refraining from acting upon, an Opinion of Counsel and an Officer’s Certificate stating that any such supplemental indenture is authorized or permitted by the terms of this Indenture.

ARTICLE XII

CONSOLIDATION, MERGER AND SALE

12.01 Company and Any Guarantor May Consolidate or Merge, etc.

Subject to the provisions of Section 12.02, Section 12.03 and Section 12.04, nothing contained in this Indenture shall prevent any consolidation of the Company or any Guarantor with, or the merger of the Company or any Guarantor into, any other Person, or any merger of any other Person into the Company or any Guarantor or successive consolidations or mergers to which the Company, any Guarantor or each of their respective successor or successors shall be a party or parties, or shall prevent any sale or transfer of all or substantially all of the properties and assets of the Company or any Guarantor to any other Person.

12.02 Conditions to the Company’s Consolidation or Merger, etc.

(a) The Company shall not consolidate with or merge into any other Person or sell or transfer all or substantially all of its properties and assets to any other Person (other than the Parent Guarantor or any of its Subsidiaries) unless the successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and (i) in the case of a merger, the Company shall be the continuing Person or (ii) in case the Company shall consolidate with or merge into another Person (and the Company shall not be the continuing Person), or sell or transfer all or substantially all of its properties and assets to another Person (other than the Parent Guarantor or any of its Subsidiaries), (1) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale or transfer all or substantially all of the properties and assets of the Company shall assume, by a supplemental indenture executed and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Securities, and the Company’s other obligations under this Indenture and (2) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which has not otherwise been waived or remedied in accordance with this Indenture.

(b) Every such successor Person, upon executing such supplemental indenture, shall succeed to the Company, with the same effect as if it had been an original party hereto (which succession shall relieve the Company of all liabilities and discharge the Company from all obligations and covenants, in each case under this Indenture and the Securities), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Company, and any act or proceeding required by this Indenture to be done or performed by any board, governing body or officer of the Company may be done or performed with like force and effect by the like board or officer of such successor Person. In case of any such consolidation, merger, sale or transfer, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. To the extent that a Board Resolution, Officer’s Certificate or supplemental indenture pertaining to any series of Securities provides for different provisions relating to the subject matter of this Article XII, the provisions in such Board Resolution, Officer’s Certificate or supplemental indenture shall govern for purposes of such series of Securities.

12.03 Conditions to the Parent Guarantor’s Consolidation or Merger, etc.

(a) The Parent Guarantor shall not consolidate with or merge into any other Person or sell or transfer all or substantially all of its properties and assets to any other Person (other than any of its Subsidiaries) unless the successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and (i) in the case of a merger, the Parent Guarantor shall be the continuing Person or (ii) in case the Parent Guarantor shall consolidate with or merge into another Person (and the Parent Guarantor shall not be the continuing Person), or sell or transfer all or substantially all of its properties and assets to another Person (other than any of its Subsidiaries), (1) the Person formed by such consolidation or into which the Parent Guarantor is merged or the Person that acquires by sale or transfer all or substantially all of the properties and assets of the Parent Guarantor shall assume, by a supplemental indenture executed and delivered to the Trustee, all of the Parent Guarantor’s obligations under its Guarantee and this Indenture, and (2) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which has not otherwise been waived or remedied in accordance with this Indenture.

(b) Every such successor Person, upon executing such supplemental indenture, shall succeed to the Parent Guarantor, with the same effect as if it had been an original party hereto (which succession shall relieve the Parent Guarantor of all liabilities and discharge the Parent Guarantor from all obligations and covenants, in each case under this Indenture and the Securities), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Parent Guarantor, and any act or proceeding required by this Indenture to be done or performed by any board, governing body or officer of the Parent Guarantor may be done or performed with like force and effect by the like board or officer of such successor Person. In case of any such consolidation, merger, sale or transfer, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. To the extent that a Board Resolution, Officer’s Certificate or supplemental indenture pertaining to any series of Securities provides for different provisions relating to the subject matter of this Article XII, the provisions in such Board Resolution, Officer’s Certificate or supplemental indenture shall govern for purposes of such series of Securities.

12.04 Conditions to Any Subsidiary Guarantor’s Consolidation or Merger, etc.

(a) No Subsidiary Guarantor shall consolidate with or merge into any other Person or sell or transfer all or substantially all of its properties and assets to another Person (other than the Parent Guarantor or any of its Subsidiaries) unless the successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and (i) in the case of a merger, a Guarantor or the Company shall be the continuing Person or (ii) in case such Subsidiary Guarantor shall consolidate with or merge into another Person (and a Guarantor or the Company shall not be the continuing Person), or sell or transfer all or substantially all of its properties and assets to another Person (other than the Parent Guarantor or any of its Subsidiaries), (1) the Person formed by such consolidation or into which it is merged

or the Person that acquires by sale or transfer of all or substantially all of its properties and assets will assume, by supplemental indenture executed and delivered to the Trustee, all of such Subsidiary Guarantor’s obligations under its Guarantee and this Indenture, and (2) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing which has not otherwise been waived or remedied in accordance with this Indenture; provided, however, that the foregoing shall not apply to transactions pursuant to which such Subsidiary Guarantor will be released from its obligations under its Guarantee and this Indenture in accordance with the terms of this Indenture.

(b) Every such successor Person, upon executing such supplemental indenture, shall succeed to the applicable Subsidiary Guarantor, with the same effect as if it had been an original party hereto (which succession shall relieve such Subsidiary Guarantor of all liabilities and discharge such Subsidiary Guarantor from all obligations and covenants, in each case under this Indenture and the Securities), and such successor Person shall possess and from time to time may exercise each and every power hereunder of such Subsidiary Guarantor, and any act or proceeding required by this Indenture to be done or performed by any board, governing body or officer of such Subsidiary Guarantor may be done or performed with like force and effect by the like board or officer of such successor Person. In case of any such consolidation, merger, sale or transfer, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. To the extent that a Board Resolution, Officer’s Certificate or supplemental indenture pertaining to any series of Securities provides for different provisions relating to the subject matter of this Article XII, the provisions in such Board Resolution, Officer’s Certificate or supplemental indenture shall govern for purposes of such series of Securities.

(c) Notwithstanding the foregoing, (i) any Subsidiary of the Parent Guarantor that is not the Company or a Guarantor may consolidate with or merge with or into, or convey, transfer or lease or otherwise dispose of all or part of its properties and assets to the Parent Guarantor or any of its Subsidiaries, (ii) the Company or any Guarantor may consolidate with or merge with or into, or sell, transfer or otherwise dispose of all or part of its properties and assets to the Company, the Parent Guarantor or another Guarantor (iii) any Guarantor, including the Parent Guarantor may consolidate with or merge with or into any Subsidiary of the Parent Guarantor solely for the purpose of reincorporating or reorganizing such Guarantor, (iv) the Company and any Guarantor, including the Parent Guarantor may convert into a corporation, partnership, limited partnership, limited liability company, trust or other entity organized under the laws of the United States of America, any state thereof or the District of Columbia, (v) the Parent Guarantor may sell, lease, convey, assign, transfer or otherwise dispose of assets and property to the Company or any Subsidiary of the Parent Guarantor, and (vi) any Subsidiary Guarantor may sell, lease, convey, assign, transfer or otherwise dispose of assets and property to the Parent Guarantor or any Subsidiary of the Parent Guarantor.

12.05 Documents and Opinion to Be Furnished to the Trustee. If the Company or any Guarantor shall consolidate with or merge into any other Person, or if it shall sell or transfer all or substantially all of its properties and assets, it will promptly furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that its covenants contained in Section 12.02, Section 12.03 or Section 12.04 as and to the extent applicable, have been complied with.

ARTICLE XIII

SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE; UNCLAIMED MONEYS

13.01 Satisfaction and Discharge. Unless pursuant to Section 3.01, this Section 13.01 is declared not applicable with respect to the Securities of any series, upon the direction of the Company by a written order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such written order, and the Trustee, on receipt of such written order, the amounts, the Officer’s Certificate and the Opinion of Counsel required by this Section 13.01, at the expense of the Company, shall execute instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture as to such series, when

(a) either:

(i) all Securities of such series theretofore authenticated and delivered (other than (1) Securities of such series that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.06 and (2) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 13.05) have been delivered to the Trustee for cancellation; or

(ii) all Securities of such series not theretofore delivered to the Trustee for cancellation:

(1) have become due and payable,

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

(3) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the currency in which the Securities are payable, or Government Obligations (determined on the basis of the currency in which such Securities are then specified as payable at Stated Maturity), or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on such Securities, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity thereof or Redemption Date, as the case may be;

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; and

(c) 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 as to such series have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including with respect to clauses (a) and (b) above).

In the event there are Securities of two or more series Outstanding hereunder, the Trustee of each such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only with respect to Securities of such series as to which it is Trustee and if the other conditions specified in this Section 13.01 are met. Upon the Company being deemed to have been satisfied and discharged from its obligations with respect to Securities of any series pursuant to this Section 13.01, each Guarantor of the Securities of such series shall be automatically discharged, released from and relieved of all of its obligations under its Guarantee of such Securities, and the Trustee, at the expense of the Company, shall execute instruments reasonably requested by the Company acknowledging such discharge, release and relief with respect to each Guarantor.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 13.01, the obligations of the Company and the Trustee with respect to the Securities of such series under Section 3.05, Section 3.06, Section 5.02, Section 5.05, Section 13.03 and Section 13.06, any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) to require the Company to repurchase or repay, and the obligations of the Company to repurchase or repay, such Securities at the option of the Holders pursuant to Section 3.01, and any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) to convert or exchange, and the obligation of the Company to convert or exchange, such Securities into common stock or other securities, shall survive; provided, however, that following the satisfaction and discharge of this Indenture with respect to any series of Securities whose Holders have the right to require the Company to repurchase or repay such Securities or to convert or exchange such Securities into common stock or other securities, the right of the Holder to require repurchase, repayment, conversion or exchange, as the case may be, of any such Security and the Company’s obligation to repurchase, repay, convert or exchange, as the case may be, any such Security shall (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) terminate immediately following the close of business on the final Stated Maturity of such Security or immediately following the close of business on any earlier redemption date of such Security (so long as the Company does not default in the payment of the redemption price plus accrued and unpaid interest, if any, due on such redemption date), as the case may be.

13.02 Defeasance and Covenant Defeasance.

(a) Unless pursuant to Section 3.01, either or both of (i) defeasance of the Securities of or within a series under clause (b) of this Section 13.02 or (ii) covenant defeasance of the Securities of or within a series under clause (c) of this Section 13.02 shall not be applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this Section 13.02 (with such modifications thereto as may be specified pursuant to

Section 3.01 with respect to any Securities), shall be applicable to such Securities, and the Company may at its option by Board Resolution, at any time, with respect to the Securities of or within such series, elect to have Section 13.02(b) or Section 13.02(c) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Section 13.02. Unless otherwise specified pursuant to Section 3.01 with respect to the Securities of any series, defeasance under clause (b) of this Section 13.02 and covenant defeasance under clause (c) of this Section 13.02 may be effected only with respect to all, and not fewer than all, of the Outstanding Securities of any series. To the extent that the terms of any Security established in or pursuant to this Indenture permit the Company or any Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on with respect to such Security is due and payable, then unless otherwise provided pursuant to Section 3.01, the right to extend such date shall terminate upon defeasance or covenant defeasance, as the case may be.

(b) Upon the Company’s exercise of the option applicable to this Section 13.02(b) with respect to any Securities of or within a series, the Company and any applicable Guarantors shall be deemed to have been discharged from their respective obligations with respect to such Outstanding Securities, on the date the conditions set forth in clause (d) of this Section 13.02 are satisfied (as used herein, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (e) of this Section 13.02 and the other Sections of this Indenture referred to in clauses (i) through (iv) of this paragraph, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute instruments reasonably requested by the Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely (except as provided in clause (ii) below) from the trust fund described in clause (d)(1) of this Section 13.02 and as more fully set forth in this Section 13.02 and Section 13.03, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such payments are due, (ii) the obligations of the Company and the Trustee with respect to such Securities under Section 3.05, Section 3.06, Section 5.02 and Section 5.05, with respect to any rights of Holders of such Securities (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) to require the Company to repurchase or repay, and the obligations of the Company to repurchase or repay, such Securities at the option of the Holders pursuant to Section 3.01, and with respect to any rights of Holders of such Securities (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into common stock or other securities, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 13.02 and Section 13.03 and Section 13.06; provided, however, that following defeasance with respect to any series of Securities whose Holders have the right to require the Company to repurchase or repay such Securities or to convert or exchange such Securities into common stock or other securities, the right of the Holder to require repurchase, repayment, conversion or exchange, as the case may be, of any such Security and the Company’s obligation to repurchase, repay, convert or exchange, as the case may be, any such Security shall (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) terminate immediately following the close of business on the final Stated Maturity of such Security or immediately following the close of business on any earlier redemption date of such Security (so long as the Company does not default in the payment of the redemption price plus accrued and unpaid interest, if any, due on such redemption date), as the case may be.

(c) Upon the Company’s exercise of the option applicable to this Section 13.02(c) with respect to any Securities of or within a series, the Company and any applicable Guarantors shall be released from their respective obligations under this Indenture and, to the extent specified pursuant to Section 3.01, any other covenant applicable to such Securities with respect to such Securities shall cease to be applicable to such Securities on and after the date the conditions set forth in clause (c) of this Section 13.02 are satisfied (as used herein, “covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that with respect to such Outstanding Securities, the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or any such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 6.01(3)or Section 6.01(6), as the case may be.

(d) The following shall be the conditions to application of clause (b) or (c) of this Section 13.02 to any Outstanding Securities of or within a series:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another entity satisfying the requirements of Section 7.09 who shall agree to comply with the provisions of this Section 13.02 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (i) an amount in the currency in which such Securities are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with clause (5) below, on the relevant redemption date, as the case may be, (ii) Government Obligations applicable to such Securities (determined on the basis of the currency in which such Securities are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with clause (5) below, on the relevant redemption date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (iii) a combination thereof, in any case, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on the Stated Maturity of such principal or installment of principal or interest or the applicable redemption date, as the case may be, and (z) any mandatory sinking fund payments or analogous payments applicable, if any, to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities.

(2) No Event of Default or default (other than that resulting from borrowing funds to be applied to make the deposit under clause (1) above and the granting of any liens in connection therewith) shall have occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 13.02(b), no Event of Default or default with respect to such Securities under clause (4) or (5) of Section 6.01 shall have occurred and be continuing on the date of such deposit.

(3) In the case of defeasance pursuant to Section 13.02(b), the Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions, stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; or, in the case of covenant defeasance pursuant to Section 13.02(c), the Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions, to the effect that the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(4) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance, as the case may be, under this Indenture have been complied with.

(5) If the monies or Government Obligations or combination thereof, as the case may be, deposited under clause (1) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such clause (1) with respect to a particular redemption date, the Company shall have given the Trustee irrevocable instructions to redeem such Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture.

(6) Notwithstanding any other provisions of this Section 13.02(d), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01.

(7) Upon the defeasance or covenant defeasance of the Company’s obligations with respect to Securities of any series, each Guarantor of the Securities of such series shall be automatically released from and relieved of all of its obligations under its Guarantee of such Securities, and the Trustee, at the expense of the Company, shall execute instruments reasonably requested by the Company acknowledging such release and relief with respect to each Guarantor.

(e) Subject to Section 13.05, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 13.02(e) and Section 13.03, the “Trustee”) pursuant to clause (d)(1) of Section 13.02 in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and the Company shall indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 13.02 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities.

Anything in this Section 13.02 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon written order any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (d)(1) of this Section 13.02 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Section 13.02(d)(1).

13.03 Application by Trustee of Funds Deposited for Payment of Securities. All money deposited with the Trustee pursuant to Section 13.01 and Section 13.02, or received by the Trustee in respect of obligations deposited with the Trustee pursuant to Section 13.01 or Section 13.02, shall be held in trust until such time as such money is to be applied by it to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to the Holders of the particular Securities, for the payment of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for the principal thereof, premium, if any, and interest, if any, thereon. Moneys held under this Section 13.03 need not be segregated from other funds except to the extent required by law, and the Trustee shall be under no liability with respect to interest on any such moneys.

13.04 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent, other than the Trustee, under this Indenture shall, upon and in accordance with demand of the Company, be paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

13.05 Return of Unclaimed Moneys. Subject to applicable abandoned property law, any moneys deposited with the Trustee or any Paying Agent not applied but remaining unclaimed by the Holders of the Securities for two years after the date upon which the principal of, premium, if any, or interest, if any, on such Securities shall have become due and payable shall be repaid to the Company by the Trustee or such agent on written demand. Thereafter, the Holder of any of the Securities entitled to receive such payment, as a general unsecured creditor, shall look only to the Company for the payment thereof unless applicable law designates another person, and the Company and the Trustee shall have no further liability with respect to such money.

13.06 Reinstatement. If the Trustee (or other qualifying trustee appointed pursuant to Section 7.10) or any Paying Agent is unable to apply any moneys or Government Obligations deposited pursuant to Section 13.01 or Section 13.02(d)(1) to pay any principal of or premium, if any, or interest, if any, on, with respect to the Securities of any series by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no such deposit had occurred, until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the principal of and premium, if any, and interest, if any, on the Securities of such series as contemplated by Section 13.01 or Section 13.02 as the case may be, and Section 13.03; provided, however, that if the Company makes any payment of the principal of or premium, if any, or interest, if any, on, in respect of the Securities of such series following the reinstatement of its obligations as aforesaid, the Company shall be subrogated to the rights of the Holders of such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent.

ARTICLE XIV

GUARANTEE

14.01 Guarantee.

(a) Subject to the terms of this Article XIV and as may be otherwise specified as contemplated by Section 3.01 with respect to any series of Securities, the Parent Guarantor unconditionally, fully and irrevocably guarantees the Securities and obligations of the Company under this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the Securities will be paid in full when due, whether at Stated Maturity, by acceleration, redemption or other event set forth in this Indenture, together with interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, redemption or other event set forth in this Indenture. For the avoidance of doubt, this Article XIV will not become operative, and no Guarantee of the Parent Guarantor will be issued, unless and until the Company issues any series of Securities under this Indenture.

(b) The Parent Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture or the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof (other than those which expressly release, discharge or otherwise affect the Guarantee of the Parent Guarantor), any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Parent Guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification, or amendment shall, without the consent of the Parent Guarantor, increase the principal amount of such Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof.

(c) The Parent Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants, that the Guarantee of the Parent Guarantor shall not be discharged, except by complete performance of the obligations contained in the Securities and this Indenture. The Parent Guarantor acknowledges that its Guarantee is a guarantee of payment and not of collection.

(d) The Parent Guarantor hereby agrees that, in the Event of Default in payment of principal (or premium, if any) or interest on any Securities, whether at Stated Maturity, by acceleration, redemption, repurchase or other event set forth in this Indenture, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Securities, subject to the terms and conditions set forth in this Indenture, directly against the Parent Guarantor to enforce its Guarantee without first proceeding against the Company or any other Guarantor.

(e) The Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Parent Guarantor further agrees that, as between the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purpose of this Guarantee. The Parent Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guarantee.

(f) The Guarantee of the Parent Guarantor shall be evidenced solely by the execution and delivery of this Indenture and no notation of the Guarantee need be endorsed on any Security.

14.02 Reinstatement. The Parent Guarantor hereby agrees that its Guarantee provided hereunder shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest with respect to its Guarantee is returned by a Holder to the Company or the Parent Guarantor to the extent a court of competent jurisdiction requires the return of such payment, which was previously discharged, to the Company, the Parent Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any applicable Guarantor.

14.03 Limitation of the Parent Guarantor’s Liability. The Parent Guarantor and by its acceptance hereof, the Trustee, for itself and on behalf of each Holder, confirms that it is the intention of all such parties that the Guarantee by the Parent Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, for itself and on behalf of the Holders, and the Parent Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (and after giving effect to any collections from rights to receive contribution or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor), result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance. If the Parent Guarantor makes a payment under its Guarantee, it shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor (to the extent applicable) in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

14.04 Amendment. No amendment, modification or waiver of any provision of this Indenture relating to the Parent Guarantor or consent to any departure by the Parent Guarantor or any other Person from any such provision will in any event be effective unless it is signed by the Parent Guarantor and the Trustee for the Securities of such series.

ARTICLE XV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

15.01 Personal Immunity from Liability of Incorporators, Stockholders, etc. No recourse under or upon any obligation, covenant or agreement of this Indenture or any supplemental indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator or against any past, present or future stockholder, partner, Subsidiary, employee, officer, director, Affiliate or controlling person, as such, of the Company, any Guarantor or of any predecessor or successor corporation, either directly or through the Company, Guarantor or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability and any and all such claims being hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and issue of the Securities.

[The Remainder of this Page Intentionally Left Blank; Signature Page Follows]

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


AUGUSTA SPINCO CORPORATION, as Company

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Senior Vice President, Chief Financial Officer and Treasurer

WATERS CORPORATION, as Parent Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Senior Vice President and Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Steven J. Gomes
Name: Steven J. Gomes
Title: Vice President

[Signature Page to Indenture]

Exhibit 4.2

AUGUSTA SPINCO CORPORATION

as Company

WATERS CORPORATION

as Parent Guarantor

WATERS TECHNOLOGIES CORPORATION

TA INSTRUMENTS – WATERS L.L.C.

WATERS ASIA LIMITED

WYATT TECHNOLOGY, LLC

ACCURI CYTOMETERS, INC.

AUGUSTA LIFE SCIENCES US OPCO I LLC

AUGUSTA LIFE SCIENCES US OPCO II LLC

AUGUSTA LIFE SCIENCES US SPINCO LLC

CELLULAR RESEARCH, INC.

HANDYLAB, INC.

PHARMINGEN

as Subsidiary Guarantors

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of March 23, 2026

INDENTURE

Dated as of March 23, 2026

Relating to

4.321% Senior Notes due 2027

4.398% Senior Notes due 2029

4.656% Senior Notes due 2031

4.945% Senior Notes due 2033

5.245% Senior Notes due 2036

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION				2

	1.01	References		2
	1.02	Definitions		2

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES				11

	2.01	Designation and Principal Amount; Series Treatment		11
	2.02	Maturity		12
	2.03	Form and Payment		12
	2.04	Depositary		13
	2.05	Interest		14
	2.06	Other Terms and Conditions		15

ARTICLE III REDEMPTION				16

	3.01	Optional Redemption of the Notes		16
	3.02	Additional Redemption Provisions		18

ARTICLE IV ADDITIONAL COVENANTS				18

	4.01	Limitation on Liens		18
	4.02	Limitation on Sale and Leaseback Transactions		21
	4.03	Exemptions from Limitations on Liens and Sale and Leaseback Transactions		22
	4.04	Merger, Consolidation or Sale of Assets		22
	4.05	Additional Subsidiary Guarantees		24
	4.06	Substitution of the Parent Guarantor or WTC as the Issuer		25
	4.07	Change of Control		26

ARTICLE V GUARANTEE				28

	5.01	Guarantee		28
	5.02	Release of Guarantors		28

ARTICLE VI MISCELLANEOUS				29

	6.01	Application of First Supplemental Indenture		29
	6.02	Trust Indenture Act		29
	6.03	Conflict with Base Indenture		29
	6.04	Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction		29
	6.05	Successors		30
	6.06	Counterparts		30
	6.07	Trustee Disclaimer		30

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of March 23, 2026 (this “First Supplemental Indenture”), among Augusta SpinCo Corporation, a Delaware corporation, as issuer (the “Company”), Waters Corporation, a Delaware corporation (the “Parent Guarantor”), Waters Technologies Corporation, a Delaware corporation (“WTC”), TA Instruments – Waters L.L.C., a Delaware limited liability company (“TA”), Waters Asia Limited, a Delaware corporation (“Waters Asia”), Wyatt Technology, LLC, a California limited liability company (“Wyatt”), Accuri Cytometers, Inc., a Delaware corporation (“Accuri”), Augusta Life Sciences US OpCo I LLC, a Delaware limited liability company (“ALS OpCo I”), Augusta Life Sciences US OpCo II LLC, a Delaware limited liability company (“ALS OpCo II”), Augusta Life Sciences US SpinCo LLC, a Delaware limited liability company (“ALS SpinCo”), Cellular Research, Inc., a Delaware corporation (“Cellular”), HandyLab, Inc., a Delaware corporation (“HandyLab”), and PharMingen, a California corporation (“PharMingen” and collectively with WTC, TA, Waters Asia, Wyatt, Accuri, ALS OpCo I, ALS OpCo II, ALS SpinCo, Cellular and HandyLab, the “Subsidiary Guarantors” and each individually, a “Subsidiary Guarantor”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).

RECITALS

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of March 23, 2026 (the “Base Indenture” and, together with this First Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of its debt securities, to be issued in one or more series as therein provided;

WHEREAS, the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish the form and terms of any series of Securities as provided by Sections 2.01 and 3.01 of the Base Indenture;

WHEREAS, the Guarantors have duly authorized the execution and delivery of this First Supplemental Indenture and the issuance of the guarantees of each series of Notes as set forth herein;

WHEREAS, pursuant to the terms of the Base Indenture, on the date hereof, the Company desires to provide for the establishment of five new series of notes to be known as its 4.321% Senior Notes due 2027 (the “2027 Notes”), 4.398% Senior Notes due 2029 (the “2029 Notes”), 4.656% Senior Notes due 2031 (the “2031 Notes”), 4.945% Senior Notes due 2033 (the “2033 Notes”) and 5.245% Senior Notes due 2036 (the “2036 Notes” and collectively with the 2027 Notes, the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”), the form and substance of the Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and herein;

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this First Supplemental Indenture have been met; and

WHEREAS, the Company has requested and hereby requests that the Trustee join with it in the execution and delivery of this First Supplemental Indenture, and all acts and requirements necessary to make this First Supplemental Indenture a legal, valid and binding agreement of the parties, in accordance with its terms, and a valid supplement to, the Base Indenture with respect to the Notes have been done and performed.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.01 References. Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this First Supplemental Indenture unless otherwise specified. Any references in the Indenture or the Notes to the “close of business” shall mean 5:00 p.m., New York City time.

1.02 Definitions. For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

“Additional Notes” means any additional Notes of a series that may be issued from time to time pursuant to Section 2.01(b) of this First Supplemental Indenture.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of the determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Augusta Credit Agreement” means the Term Loan Credit Agreement, dated as of January 8, 2026, among Augusta SpinCo Corporation, the lenders party thereto and Barclays Bank, PLC, as administrative agent, and the other parties party thereto, and any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case, as amended, extended, renewed, restated, refunded, replaced (whether upon termination or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Base Indenture” has the meaning provided in the Recitals.

“Business Day” means, with respect to any Note and this First Supplemental Indenture, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York or the place of payment are authorized or obligated by law or executive order to close.

“Capital Lease Obligation” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP (or classified under GAAP as “finance leases” but, in any event, excluding leases classified under GAAP as “operating leases”), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such Person; and

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited).

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

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Parent Guarantor’s assets and the assets of its Subsidiaries, taken as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) other than to the Parent Guarantor or one of its Subsidiaries (including the Company); or

(2) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) that is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent Guarantor.

Notwithstanding the foregoing or any provision of Section 13d-3 of the Exchange Act:

(i) a transaction will not be deemed to involve a Change of Control if (A) the Parent Guarantor becomes a direct or indirect wholly-owned Subsidiary of another Person and (B) either: (i) the shares of the Parent Guarantor’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of such Person immediately after giving effect to such transaction; or (ii) immediately following such transaction no “person” (as such term is defined in Section 13(d)(3) of the Exchange Act) (other than a Person satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of such Person; and

(ii) (A) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement, (B) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors of such parent entity and (C) the right to acquire Voting Stock (so long as such person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.

“Change of Control Offer” has the meaning specified in Section 4.07(a).

“Change of Control Payment” has the meaning specified in Section 4.07(a).

“Change of Control Payment Date” has the meaning specified in Section 4.07(b).

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Company” has the meaning provided in the Preamble.

“Consolidated Net Tangible Assets” shall mean, on any date of determination, the total assets of the Parent Guarantor and its Subsidiaries as set forth on the consolidated balance sheet of the Parent Guarantor (and which shall reflect the deduction of applicable reserves) after deducting therefrom all current liabilities and all Intangible Assets as of the end of its most recently ended fiscal quarter for which internal financial statements prepared in accordance with GAAP are available.

“Credit Agreements” mean the Waters Credit Agreement and the Augusta Credit Agreement.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreements), indentures or other arrangements (including commercial paper facilities and overdraft facilities), in each case, with banks or other lenders or holders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or holders or others or to special purpose entities formed to borrow from such lenders or holders or others against such receivables), letters of credit, debt securities or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced (including by means of sales of debt securities to institutional investors), restructured, increased or extended in whole or in part from time to time (and whether

in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks, institutions, investors or other similar entities and whether provided under one or more other credit or other agreements, indentures, financing agreements or otherwise) in each case, in whole or in part from time to time and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents).

“Custodian” means the Trustee, as custodian with respect to the Global Notes, or any successor entity thereto.

“Definitive Note” means a Note issued in definitive form pursuant to the Indenture that does not include the Global Notes legend.

“Depositary” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company.

“First Supplemental Indenture” has the meaning provided in the Preamble.

“Fitch” means Fitch Ratings Inc. and its successors.

“Funded Debt” means all Indebtedness, whether or not evidenced by a bond, debenture, note or similar instrument or agreement, of any Person, for the repayment of borrowed money having a maturity of more than 12 months from the date of its creation or having a maturity of less than 12 months from the date of its creation but by its terms being renewable or extendible beyond 12 months from such date at the option of such Person. For the purpose of determining “Funded Debt” of any Person, there will be excluded any particular Indebtedness if, on or prior to the maturity thereof, there will have been deposited with the proper depository in trust the necessary funds for the payment, redemption or satisfaction of such Indebtedness.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.

“Global Note” means one or more Notes that are Global Securities.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee” has the meaning provided in Section 5.01.

“Guarantors” means the Parent Guarantor and the Subsidiary Guarantors.

“Hedging Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Parent Guarantor or any of its Subsidiaries shall be a Hedging Agreement.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under any Hedging Agreements.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal of indebtedness of such Person for borrowed money;

(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(3) reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence);

(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables or similar obligations, including accrued expenses owed, to a trade creditor), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;

(5) Capital Lease Obligations of such Person;

(6) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Company) and (b) the amount of such Indebtedness of such other Persons;

(7) guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (8) of other Persons to the extent guaranteed by such Person; and

(8) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement);

if and to the extent that any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness.

“Indenture” has the meaning provided in the Recitals.

“Intangible Assets” means all assets of the Parent Guarantor and its Subsidiaries that would be treated as intangible assets in conformity with GAAP on a consolidated balance sheet of the Parent Guarantor and its Subsidiaries.

“Interest Payment Date” has the meaning provided in Section 2.05.

“Investment Grade” means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under a successor rating category of Moody’s), a rating by S&P or Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of “Rating Agency.”

“Issue Date” means March 23, 2026.

“Lien(s)” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Margin Stock” has the meaning provided in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America.

“Maturity Date” has the meaning specified in Section 2.02.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Notes” has the meaning provided in the Recitals. For the avoidance of doubt, “Notes” of a series shall include any Additional Notes of such series, unless the context provides otherwise.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Par Call Date” means:

(1)

with respect to the 2029 Notes, February 23, 2029;

(2)

with respect to the 2031 Notes, February 23, 2031;

(3)

with respect to the 2033 Notes, January 23, 2033; and

(4)

with respect to the 2036 Notes, December 23, 2035.

“Parent Guarantor” has the meaning provided in the Preamble.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or other entity of whatever nature.

“Principal Property” means any manufacturing facility, warehouse or other similar facility or any parcel of real estate or group of contiguous parcels of real estate owned by the Parent Guarantor or any of its Subsidiaries (whether owned on the Issue Date or thereafter acquired), in each case located within the United States, that has a book value on the date of which the determination is being made, without deduction of any depreciation reserves, exceeding 3% of Consolidated Net Tangible Assets, other than (i) any such facility or parcel or group of contiguous parcels that the chief executive officer, an executive vice president, a senior vice president or a vice president and the chief financial officer of the Parent Guarantor or the Company reasonably determines is not material to the business of the Parent Guarantor and its Subsidiaries taken as a whole and (ii) the land, improvements, buildings, fixtures and/or equipment (including any leasehold interest therein) constituting the manufacturing facility in Taunton, Massachusetts owned by the Parent Guarantor and/or any of its Subsidiaries.

“Rating Agency” means S&P, Moody’s and Fitch, or if S&P, Moody’s or Fitch shall cease to rate the Notes of a series or fail to make a rating of the Notes of a series publicly available, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency for one or any of them, as the case may be.

“Rating Event” means, with respect to each series of Notes, the rating on such series of Notes is lowered and such Notes are rated below Investment Grade by any two of the three Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade below Investment Grade by any of the Rating Agencies); provided (i) that no such extension shall occur if on such 60th day such Notes have an Investment Grade rating from at least two Rating Agencies and are not subject to review for possible downgrade by such Rating Agencies and (ii) that a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Event). For the avoidance of doubt, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Regular Record Date” has the meaning provided in Section 2.05.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Parent Guarantor or any Subsidiary of the Parent Guarantor of any Principal Property, which has been or is to be sold or transferred by the Parent Guarantor or any such Subsidiary to such Person with the intention of taking back a lease of such Principal Property, except for leases between the Parent Guarantor and a Subsidiary of the Parent Guarantor or between Subsidiaries of the Parent Guarantor.

“Subsidiary” means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than 50% of the total voting power of the equity or membership interests therein at the time. Unless otherwise qualified, with respect to a joint venture entity, to the extent that the Parent Guarantor and/or one or more of its Subsidiaries’ share of the total voting power of the equity interests of such joint venture entity are below 50% at the time of commencement of such joint venture but subsequently exceeds 50% in accordance with the terms of the applicable joint venture agreement, such joint venture entity shall not be considered a Subsidiary unless and until the Parent Guarantor’s and/or one or more Subsidiaries’ share of the total voting power of the equity interests of such joint venture entity exceeds 70%.

“Treasury Rate” means, with respect to any Redemption Date prior to the applicable Par Call Date pursuant to Section 3.01, the yield determined by the Company in accordance with the following two clauses:

(a) The Treasury Rate applicable to the series of Notes being redeemed shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)-H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the applicable Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields-one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the Par Call Date, on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this clause (a), the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from such Redemption Date.

(b) If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published or does not contain the yields required to calculate the applicable Treasury Rate, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date, and one with a maturity date following the applicable Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date, or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate for the applicable series of Notes in accordance with the terms of this clause (b), the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

“Trustee” has the meaning provided in the Preamble.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election of the board of directors or managers of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person).

“Waters Credit Agreement” means the Amended and Restated Credit Agreement, dated as of September 17, 2021, among Waters Corporation, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended on March 3, 2023 and on May 22, 2025, and any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case, as amended, extended, renewed, restated, refunded, replaced (whether upon termination or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES

2.01 Designation and Principal Amount; Series Treatment.

(a) The Company hereby establishes five series of Securities designated the “4.321% Senior Notes due 2027,” the “4.398% Senior Notes due 2029,” the “4.656% Senior Notes due 2031,” the “4.945% Senior Notes due 2033” and the “5.245% Senior Notes due 2036,” respectively, for issuance under the Indenture. Each series of Notes may be authenticated and delivered under the Indenture in an unlimited aggregate principal amount. The 2027 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $650,000,000. The 2029 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $600,000,000. The 2031 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $750,000,000. The 2033 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $750,000,000. The 2036 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $750,000,000. The Notes are unsecured and shall rank equally with the Company’s other unsecured and unsubordinated Indebtedness.

(b) The Company may, from time to time, without the consent of, or notice to, the Holders of the Notes of any series, issue Additional Notes of such series, so that such Additional Notes and the Outstanding Notes of such series will be consolidated together and form a single series of Securities under the Indenture. Any increase in the aggregate principal amount of any series of Notes shall be evidenced by an Officer’s Certificate to be delivered to the Trustee.

(c) Any Additional Notes issued under Section 2.01(b) shall have the same terms in all respects as the applicable series of Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes; provided that, if such Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.

2.02 Maturity. Unless an earlier redemption has occurred, the principal amount of the 2027 Notes shall mature and be due and payable on September 23, 2027 (the “2027 Notes Maturity Date”), the principal amount of the 2029 Notes shall mature and be due and payable on March 23, 2029 (the “2029 Notes Maturity Date”), the principal amount of the 2031 Notes shall mature and be due and payable on March 23, 2031 (the “2031 Notes Maturity Date”), the principal amount of the 2033 Notes shall mature and be due and payable on March 23, 2033 (the “2033 Notes Maturity Date”) and the principal amount of the 2036 Notes shall mature and be due and payable on March 23, 2036 (the “2036 Notes Maturity Date” and collectively with the 2027 Notes Maturity Date, the 2029 Notes Maturity Date, the 2031 Notes Maturity Date and the 2033 Notes Maturity Date, the “Maturity Dates” and each individually, a “Maturity Date”).

2.03 Form and Payment.

(a) The Notes of each series shall be issued initially in the form of one or more Global Notes in fully registered, book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b) The 2027 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes) and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit A, which form is hereby incorporated in and made a part of this First Supplemental Indenture. The 2029 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes) and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit B, which form is hereby incorporated in and made a part of this First Supplemental Indenture. The 2031 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes) and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit C, which form is hereby incorporated in and made a part of this First Supplemental Indenture. The 2033 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes) and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit D, which form is hereby incorporated in and made a part of this First Supplemental Indenture. The 2036 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes) and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit E, which form is hereby incorporated in and made a part of this First Supplemental Indenture.

(c) The Notes of any series may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as may be required by the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of such series may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes of such series are subject, or as the Authorized Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture.

(d) The terms and provisions contained in the Notes of any series shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Payments of principal, premium, if any, and/or interest, if any, on the Global Notes shall be made to the Depositary.

2.04 Depositary.

(a) A Global Note deposited with the Depositary or with the Custodian may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.04(d) and (i) the Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note, or (B) has ceased to be a clearing agency registered under the Exchange Act and any other applicable statute or regulation at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has become aware of such cessation or ineligibility or (ii) the Company in its sole discretion determines that such Global Note will be so exchangeable or transferable.

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.04 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.04 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct.

(c) At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes,

transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be appropriately reduced or increased, and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction or increase. Notwithstanding anything to the contrary in this First Supplemental Indenture or in the Base Indenture, if any previously authenticated and delivered Global Notes are cancelled and Definitive Notes are authenticated and delivered in exchange therefor pursuant to this Section 2.04, the Company shall not be required to deliver any Officer’s Certificate(s) or Opinion of Counsel to the Trustee.

(d) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture and the Applicable Procedures. Definitive Notes shall be transferred and exchanged by the Holders thereof and the Trustee in accordance with the terms and conditions set forth in Section 3.05 of the Base Indenture.

2.05 Interest. The Company shall pay interest on the 2027 Notes in cash in arrears on March 23 and September 23 of each year, with the first payment on September 23, 2026, to the Holders in whose names such 2027 Notes are registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. The Company shall pay interest on the 2029 Notes in cash in arrears on March 23 and September 23, with the first payment on September 23, 2026, to the Holders in whose names such 2029 Notes are registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. The Company shall pay interest on the 2031 Notes in cash in arrears on March 23 and September 23, with the first payment on September 23, 2026, to the Holders in whose names such 2031 Notes are registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. The Company shall pay interest on the 2033 Notes in cash in arrears on March 23 and September 23, with the first payment on September 23, 2026, to the Holders in whose names such 2033 Notes are registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. The Company shall pay interest on the 2036 Notes in cash in arrears on March 23 and September 23, with the first payment on September 23, 2026, to the Holders in whose names such 2036 Notes are registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. Such interest payment dates and record dates for any series of Notes are the “Interest Payment Dates” and “Regular Record Dates,” respectively, for such series of Notes.

Interest payable on the applicable Maturity Date of a series of Notes or any Redemption Date of a series of Notes shall be payable to the Holder to whom the principal of such series of Notes shall be payable. Interest on each series of Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall make payments of principal, premium, if any, and interest through the Trustee to the Depositary. If any of the Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Definitive Notes may, at the Company’s option, be made by check mailed directly to Holders at their registered addresses appearing in the Security Register. Principal, premium, if any, and interest shall be considered paid on the date due if it has been deposited with the Trustee or Paying Agent in accordance with Section 5.05(c) of the Base Indenture.

Interest payable on any Interest Payment Date, Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required to be made on such date will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next succeeding Business Day.

2.06 Other Terms and Conditions.

(a) The Notes are not subject to or entitled to the benefit of any sinking fund.

(b) The defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture will apply to the Notes, and the covenants set forth in Article Four of this First Supplemental Indenture shall be subject to the provisions of Section 13.02 of the Base Indenture. The provisions of Section 13.01 of the Base Indenture will apply to the Notes.

(d) The Trustee will initially be the Security Registrar and Paying Agent.

(e) The Notes will be subject to the covenants provided in Article Five of the Base Indenture.

(f) The place of payment for the Notes, and the place where notices and demand to or upon the Company in respect of the Notes and the Indenture may be served, shall be the Corporate Trust Office of the Trustee, which office at the date hereof is located at One Federal Street, Boston, MA 02110, Attention: James H. Byrnes, Vice President, or such other address as the Trustee may designate from time to time by notice to the Holders, the Company and the Parent Guarantor, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders, the Company and the Parent Guarantor); provided, that no office of the Trustee shall be an office or agency of the Company or the Parent Guarantor for purposes of service of legal process on the Company or the Parent Guarantor.

ARTICLE III

REDEMPTION

3.01 Optional Redemption of the Notes.

(a) The Company may not redeem the 2027 Notes prior to maturity. Prior to the applicable Par Call Date for each series of Notes other than the 2027 Notes, the Company may redeem the applicable series of Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) 100% of the principal amount of the applicable series of Notes to be redeemed on the Redemption Date; and

(ii) (A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the applicable series of Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus (i) 15 basis points for the 2029 Notes, (ii) 15 basis points for the 2031 Notes, (iii) 15 basis points for the 2033 Notes and (iv) 20 basis points for the 2036 Notes, less (B) interest accrued to the Redemption Date,

plus, in each case, accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date.

(b) For each series of Notes other than the 2027 Notes, on or after the applicable Par Call Date, the Company may redeem the applicable series of Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable series of Notes being redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date.

(c) Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.

(d) In the case of a partial redemption of any series of Notes, selection of the Notes of such series for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note being redeemed. Except in the case of Global Notes, a new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notwithstanding the foregoing, for so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Applicable Procedures.

(e) In the event of any redemption of Notes, the Company shall not be required to (i) register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the mailing of notice of redemption of the Notes and ending at the close of business on the day of such mailing, or (ii) register the transfer of or exchange any Note so selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(f) Any redemption of the Notes may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, any related written notice of redemption will describe such conditions precedent and, if applicable, will state that, in the Company’s discretion, (i) the Redemption Date may be delayed until such time (including by more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its sole discretion), or (ii) such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied or waived by the Company by the relevant Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

(g) The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine, or verify the calculation of, the redemption price.

(h) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately preceding such Interest Payment Date.

(i) Notwithstanding anything to the contrary in this First Supplemental Indenture or the Base Indenture, the Company, the Parent Guarantor and their respective Affiliates and members of management, among other parties, may, at any time and from time to time, purchase, repurchase, redeem, exchange, defease or otherwise acquire or retire the Parent Guarantor’s or any of its Subsidiaries’ outstanding debt securities or loans, including the Notes of any series, by any means other than a redemption conducted pursuant to Section 3.01 of this First Supplemental Indenture and Sections 4.02, 4.03 and 4.04 of the Base Indenture (and, for the avoidance of doubt, without being subject to any pro rata repurchase requirement) from any Person, upon such terms and conditions, at such prices and with such considerations as the Company, the Parent Guarantor and their respective Affiliates and members of management, among other parties, may determine, including, without limitation, in negotiated transactions, open market purchases, by tender offer or any other transactions with one or more Holders or beneficial owners of Notes.

3.02 Additional Redemption Provisions.

(a) Subject to Section 6.03 of this First Supplemental Indenture, the provisions of Article Four of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.

ARTICLE IV

ADDITIONAL COVENANTS

4.01 Limitation on Liens. Except as provided in Section 4.03 of this First Supplemental Indenture and subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, for so long as any of the Notes remain Outstanding, neither the Parent Guarantor nor any of its Subsidiaries shall create, incur, issue, assume or guarantee (collectively, “incur”), any Indebtedness secured by a Lien, other than a Permitted Lien (as defined below), upon any Principal Property without equally and ratably securing any Notes then Outstanding (for so long as such Indebtedness is so secured). Any of the following Liens is a “Permitted Lien”:

(a) Liens securing any Hedging Agreement between the Parent Guarantor and any of its Subsidiaries, on the one hand, and one or more Persons that are, at the time such Hedging Agreement is entered into, lenders under one or more Credit Facilities of the Parent Guarantor or any of its Subsidiaries (or affiliates of such lenders), on the other hand, which Liens encumber assets that are also subject to Liens securing Indebtedness and other Obligations under the Credit Facilities;

(b) Liens on Capital Stock in any joint venture owned by the Parent Guarantor or any of its Subsidiaries securing joint venture obligations of such joint venture;

(c) Liens in favor of the Parent Guarantor or any of its Subsidiaries, including, without limitation, Liens securing Indebtedness between or among the Parent Guarantor and any of its Subsidiaries;

(d) Liens securing (i) Capital Lease Obligations and (ii) other Indebtedness of the Parent Guarantor or any of its Subsidiaries incurred to finance all or any part of the acquisition, lease, construction, installation or improvement of any assets; provided in the case of the preceding subclauses (i) and (ii) that at the time of incurrence thereof, the aggregate principal amount of outstanding Capital Lease Obligations and other Indebtedness secured by Liens pursuant to this clause (d) (including subclause (iii) of this clause (d)) does not exceed the greater of (x) $630.0 million and (y) 15% of Consolidated Net Tangible Assets, and (iii) any refinancing, replacement, refunding, renewal, exchange, repayment or extension (including pursuant to any defeasance or discharge mechanism) of such Indebtedness (or unutilized commitment in respect of Indebtedness) in an amount not greater than the principal amount of such Indebtedness secured by the Lien that is refinanced, replaced, refunded, renewed, exchanged, repaid or extended, plus accrued interest and any fees and expenses, including, without limitation, premium or defeasance costs payable in connection with any such refinancing, replacement, refunding, renewal, exchange, repayment or extension;

(e) Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with an acquisition or other investment;

(f) Liens on deposit accounts, securities accounts, cash and cash equivalents pursuant to an escrow arrangement or other funding arrangement pursuant to which such funds will be segregated to pay the purchase price for any acquisition;

(g) Liens on Margin Stock that is held by the Parent Guarantor as treasury stock;

(h) Liens consisting of an agreement to sell, transfer or dispose of any asset or property to the extent not prohibited by Section 4.04 of this First Supplemental Indenture;

(i) Liens created in connection with any equity interest repurchase program in favor of any broker, dealer, custodian, trustee or agent administering or effecting transactions pursuant to an equity interest repurchase program;

(j) Liens on any Principal Property existing at the time of its acquisition and Liens created prior to, contemporaneously with or within 270 days after (or created pursuant to firm commitment financing arrangements obtained within that period) the completion of the acquisition, improvement, alteration, construction or commencement of full operation of such property (whichever is latest) to secure Indebtedness incurred for the purposes of payment of the purchase price of such property or the cost of such improvement, alteration, construction or commencement of full operation;

(k) Liens on property or assets of a Person existing at the time such Person is merged with or into or consolidated with the Parent Guarantor or any Subsidiary of the Parent Guarantor; provided that such Liens were in existence prior to and not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Parent Guarantor or the applicable Subsidiary;

(l) Liens on assets of any Person existing at the time such Person becomes a Subsidiary of the Parent Guarantor; provided that such Liens were in existence prior to and not incurred in contemplation of such Person becoming a Subsidiary of the Parent Guarantor and do not extend to any assets other than those of the Person that became a Subsidiary of the Parent Guarantor;

(m) Liens of sellers of goods to the Parent Guarantor or any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business;

(n) Liens in favor of customs and revenue authorities arising by operation of law to secure payment of customs duties in connection with the importation of goods;

(o) Liens created or assumed in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits and other social security laws or similar laws or regulations (other than Liens arising under the U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder), including cash collateral for obligations in respect of letters of credit, guarantee obligations or similar instruments related to the foregoing and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business, or to secure the performance of bids, tenders or trade contracts (including, but not limited to, insurance contracts), leases, statutory obligations, surety and appeal bonds (or deposits made to otherwise secure an appeal, stay or discharge in the course of any legal proceeding), performance or completion bonds and other obligations of a like nature or other cash deposits required to be made, in each case in the ordinary course of business;

(p) Liens with respect to landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’, processors’, workman’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested;

(q) Liens arising out of litigation or judgments being contested;

(r) Liens imposed by law for taxes, assessments or governmental charges or levies that (i) are not yet delinquent or are being contested in good faith by appropriate proceedings or for which adequate reserves have been set aside in accordance with GAAP or other applicable accounting rules or (ii) that would not reasonably be expected to have a material adverse effect on the Parent Guarantor and its Subsidiaries taken as a whole;

(s) any interest or title of a lessor, sublessor, lessee, sublessee, licensee, sublicensee, licensor or sublicensor under any lease or license agreement not prohibited by the indenture and in the ordinary course of business;

(t) Liens existing on the Issue Date;

(u) Liens in favor of the United States or any state thereof, or in favor of any other country, or political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or impairments, or, in the case of real property, the cost of construction, of the assets subject to such Liens, including, without limitation, Liens incurred in connection with pollution control, industrial revenue or similar financing;

(v) zoning restrictions, easements, rights-of-way, restrictions on the use of property, other similar encumbrances incurred in the ordinary course of business and minor irregularities of title, which do not materially interfere with the ordinary conduct of the business of the Parent Guarantor and its Subsidiaries taken as a whole;

(w) Liens in connection with the operation of cash management programs and any statutory or common law provision relating to banker’s Liens, rights of set-off, revocation, refund, chargeback, overdraft or similar rights and remedies as to deposit, securities and commodities accounts or other funds maintained with a creditor depository institution or a securities or commodities intermediary in the ordinary course of business and not with the intent of granting security;

(x) Liens securing financing of insurance premiums incurred in the ordinary course of business;

(y) Liens on trusts, escrow arrangements and other funding arrangements, and any cash, cash equivalents, deposit accounts, securities accounts and trust accounts or other assets arising in connection with the defeasance (whether by covenant or legal defeasance), satisfaction and discharge or redemption of Indebtedness;

(z) Liens associated with the discounting or sale of letters of credit and accounts receivable;

(aa) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code; and

(bb) any extension, renewal, substitution or replacement (and successive extensions, renewals, substitutions and replacements), in whole or in part, of any Lien that was previously so secured, and permitted to be secured under the indenture; provided that (a) such extension, renewal, substitution or replacement Lien is limited to the same property that secured the original Lien (plus improvements and accessions to such property) and (b) the principal amount of the Indebtedness secured by the new Lien is not greater than the principal amount of any Indebtedness secured by the Lien that is refinanced, replaced, refunded, renewed, exchanged, substituted, repaid or extended, plus accrued interest and any fees and expenses, including, without limitation, premium or defeasance costs payable in connection with any such refinancing, replacement, refunding, renewal, exchange, repayment or extension.

4.02 Limitation on Sale and Leaseback Transactions. Except as provided in Section 4.03 of this First Supplemental Indenture and subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, for so long as any of the Notes remain Outstanding, the Parent Guarantor shall not, and shall not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to a Principal Property and with a lease exceeding three years, other than leases between or among the Parent Guarantor and its Subsidiaries, unless:

(a) the Parent Guarantor and/or such Subsidiary or Subsidiaries would be entitled to incur Indebtedness in an amount equal to or greater than the Attributable Debt in respect of such Sale and Leaseback Transaction, secured by a Lien on such Principal Property without being required to secure the Notes in accordance with Section 4.01 of this First Supplemental Indenture; and

(b) within 365 days after such Sale and Leaseback Transaction, the Parent Guarantor or such Subsidiary applies an amount equal to the net proceeds of such Sale and Leaseback Transaction to the retirement of Funded Debt of the Parent Guarantor or any of its Subsidiaries or the purchase, acquisition or, in the case of real property, construction of other property that will constitute Principal Property; provided, that the amount to be applied to the retirement of Funded Debt shall be reduced by (a) the principal amount of any Notes delivered within 365 days after such sale to the Trustee for retirement and cancellation, and (b) the principal amount of such Funded Debt, other than Notes, voluntarily retired by the Parent Guarantor or any of its Subsidiaries within 365 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

4.03 Exemptions from Limitations on Liens and Sale and Leaseback Transactions. The Parent Guarantor and its Subsidiaries may incur Indebtedness secured by Liens or enter into Sale and Leaseback Transactions that would not otherwise be permitted under Section 4.01 and Section 4.02 of this First Supplemental Indenture; provided that, immediately after giving effect thereto, the amount of outstanding Indebtedness secured by a Lien (other than a Permitted Lien) upon any Principal Property (now owned or hereafter acquired) incurred without equally and ratably securing the Notes pursuant to Section 4.01 of this First Supplemental Indenture, plus the aggregate amount of all outstanding Attributable Debt with respect to all such Sale and Leaseback Transactions (not including those that are for less than three years or in respect of which Funded Debt is retired or property that will constitute Principal Property is purchased, as described under Section 4.02 of this First Supplemental Indenture), does not exceed 15% of Consolidated Net Tangible Assets.

4.04 Merger, Consolidation or Sale of Assets.

(a) Subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, the Company may not consolidate with or merge into any other Person, or sell or transfer all or substantially all of its properties and assets to any other Person (other than the Parent Guarantor or any of its Subsidiaries), unless the successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and: (i) in the case of a merger, the Company is the continuing Person; or (ii) in case the Company consolidates with or merges into another Person (and the Company is not the continuing Person), or sells or transfers all or substantially all of its properties and assets to another Person (other than the Parent Guarantor or any of its Subsidiaries), the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale or transfer all or substantially all of the Company’s properties and assets will assume, by a supplemental indenture executed and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Notes, and the Company’s other obligations under the Indenture; and (iii) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which has not otherwise been waived or remedied in compliance with the terms of the Indenture.

Every such successor Person, upon executing such supplemental indenture, will succeed to the Company with the same effect as if it had been an original party hereto (which succession shall relieve the Company of all liabilities and discharge the Company from all obligations and covenants, in each case under the Indenture and the Notes), and such successor Person will possess and from time to time may exercise each and every power hereunder of the Company, and any act or proceeding required by the Indenture to be done or performed by any board, governing body or officer of the Company may be done or performed with like force and effect by the like board or officer of such successor Person.

(b) Subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, the Parent Guarantor may not consolidate with or merge into any other Person, or sell or transfer all or substantially all of its properties and assets to, any other Person (other than any of its Subsidiaries) unless the successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and: (i) in the case of a merger, the Parent Guarantor is the continuing Person; or (ii) in case the Parent Guarantor consolidates with or merges into another Person (and the Parent Guarantor is not the continuing Person), or sells or transfers all or substantially all of its properties and assets to another Person (other than any of its Subsidiaries), the Person formed by such consolidation or into which it is merged or the Person that acquires by sale or transfer all or substantially all of its properties and assets will assume, by a supplemental indenture executed and delivered to the Trustee, the Guarantee, and the Parent Guarantor’s other obligations under the Indenture; and (iii) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which has not otherwise been waived or remedied in compliance with the terms of the Indenture.

Every such successor Person, upon executing such supplemental indenture, will succeed to the Parent Guarantor with the same effect as if it had been an original party hereto (which succession shall relieve the Parent Guarantor of all liabilities and discharge the Parent Guarantor from all obligations and covenants, in each case under the Indenture and the Guarantee), and such successor Person will possess and from time to time may exercise each and every power hereunder of the Parent Guarantor and any act or proceeding required by the Indenture to be done or performed by any board, governing body or officer of the Parent Guarantor may be done or performed with like force and effect by the like board or officer of such successor Person.

(c) Subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, no Subsidiary Guarantor may consolidate with or merge into any other Person, or sell or transfer all or substantially all of its properties and assets to, any other Person (other than the Parent Guarantor or any of its Subsidiaries) unless the successor entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and: (1) in the case of a merger, it, the Company, the Parent Guarantor or any other Subsidiary Guarantor is the continuing Person; or (2) in case a Subsidiary Guarantor consolidates with or merges into another Person (and a Subsidiary Guarantor, the Company or the Parent Guarantor is not the continuing Person), or sells or transfers all or substantially all of its properties and assets to another Person (other than the Parent Guarantor or any of its Subsidiaries), the Person formed by such consolidation or into which it is merged or the Person that acquires by sale or transfer of all or substantially all of its properties and assets will assume, by a supplemental indenture executed and delivered to the Trustee, the Guarantee, and such Subsidiary Guarantor’s other obligations under the Indenture; and immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which has not otherwise been waived or remedied in compliance with the terms of the Indenture, provided that the foregoing shall not apply to a transaction pursuant to which such Subsidiary Guarantor shall be released from its obligations under its guarantee and the Indenture in accordance with Section 5.02 of this First Supplemental Indenture.

Every such successor Person, upon executing such supplemental indenture, will succeed to the Subsidiary Guarantor with the same effect as if it had been an original party hereto (which succession shall relieve the applicable Subsidiary Guarantor of all liabilities and discharge the applicable Subsidiary Guarantor from all obligations and covenants, in each case under the Indenture and the Guarantee), and such successor Person will possess and from time to time may exercise each and every power hereunder of the applicable Subsidiary Guarantor and any act or proceeding required by the Indenture to be done or performed by any board, governing body or officer of the applicable Subsidiary Guarantor may be done or performed with like force and effect by the like board or officer of such successor Person.

Notwithstanding any other provision of this Section 4.04 or the Indenture, (I) any Subsidiary of the Parent Guarantor that is not the Company or any Subsidiary Guarantor may consolidate with or merge with or into, or convey, transfer or lease or otherwise dispose of all or part of its properties and assets to the Parent Guarantor or any of its Subsidiaries, (ii) the Company, the Parent Guarantor or any Subsidiary Guarantor may consolidate with or merge with or into, or sell, transfer or otherwise dispose of all or part of their properties and assets to, the Company, the Parent Guarantor or any Subsidiary Guarantor, (iii) the Parent Guarantor or any Subsidiary Guarantor may consolidate with or merge with or into any Subsidiary of the Parent Guarantor solely for the purpose of reincorporating or reorganizing the Parent Guarantor or any Subsidiary Guarantor, (iv) the Company, the Parent Guarantor or any Subsidiary Guarantor, may convert into a corporation, partnership, limited partnership, limited liability company, trust or other entity organized under the laws of the United States of America, any state thereof or the District of Columbia, (v) the Parent Guarantor may sell, lease, convey, assign, transfer or otherwise dispose of assets and property to the Company or any Subsidiary of the Parent Guarantor and (vi) any Subsidiary Guarantor may sell, lease, convey, assign, transfer or otherwise dispose of assets and property to the Parent Guarantor or any Subsidiary of the Parent Guarantor.

Notwithstanding anything to the contrary in this First Supplemental Indenture or in the Base Indenture, this Section 4.04 shall not apply to an Initial Assumption or a Subsequent Assumption completed in accordance with Section 4.06 of this First Supplemental Indenture.

4.05 Additional Subsidiary Guarantees.

(a) Subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, the Parent Guarantor shall not permit any of its Subsidiaries that is not already a Subsidiary Guarantor to guarantee any Indebtedness under either Credit Agreement unless such Subsidiary within 60 days executes and delivers an indenture supplemental to the Base Indenture providing for a Guarantee by such Subsidiary, except that with respect to a Guarantee of Indebtedness of the Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes, any such guarantee by such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantor’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee of the Notes; provided that in no event shall a Subsidiary be required to provide a Guarantee under the Notes of any series if the Company reasonably determines that such Guarantee is prohibited by, or would be unduly burdensome under, applicable laws or would result in adverse tax consequences to the Parent Guarantor or any of its Subsidiaries. Any such Guarantee of the Notes provided by a Subsidiary of the Parent Guarantor shall be subject to the release and other provisions under Article V of this First Supplemental Indenture.

(b) The Parent Guarantor may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period described in Section 4.05(a) hereof and such Guarantee may be released at any time in the Parent Guarantor’s sole discretion.

4.06 Substitution of the Parent Guarantor or WTC as the Issuer.

(a) The Parent Guarantor or WTC may, at their option, at any time, without the consent of any Holders of any series of Notes, be substituted for, and assume the obligations of, the Company under each series of Notes that are then Outstanding under the Indenture if, immediately after giving effect to such substitution, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing (other than a default or Event of Default that would be cured by such substitution), provided that such substitution shall be conditioned upon the Parent Guarantor or WTC, as applicable, executing an indenture supplemental hereto in which it agrees to be bound by the terms of and assume all of the obligations of the Company under each such applicable series of Notes and the Indenture as fully as if the Parent Guarantor or WTC, as applicable, had been named in the Indenture and under the applicable series of Notes in place of the Company (the “Initial Assumption”).

(b) Upon the Initial Assumption in accordance with Section 4.06(a) of this First Supplemental Indenture, the Parent Guarantor or WTC, as applicable, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Parent Guarantor or WTC, as applicable, had been named as the issuer of the assumed series of Notes herein (such new primary obligor under the assumed series of Notes, the “New Issuer”) and thereafter, (i) the Company will be relieved of any further obligations as issuer of the assumed series of Notes and will instead become a Subsidiary Guarantor of such Notes by executing an indenture supplemental hereto in which it agrees to provide a Guarantee for the assumed series of Notes, and (ii) the Parent Guarantor or WTC, as applicable, will be released from all obligations under Article V of this First Supplemental Indenture with respect to its Guarantee.

(c) Following the Initial Assumption, the Parent Guarantor or WTC, as applicable, will have the right, at their option, on one or more occasions, at any time, without the consent of any holders of any series of Notes, to be substituted for, and assume the obligation of, the New Issuer under each applicable series of Notes that is then Outstanding under the Indenture, if, immediately after giving effect to such substitution, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing (other than a default or Event of Default that would be cured by such substitution), provided that such substitution shall be conditioned upon the Parent Guarantor or WTC, as applicable, executing an indenture supplemental hereto in which it agrees to be bound by the terms of and assume all of the obligations of the New Issuer under each such applicable series of Notes and the Indenture as fully as if the Parent Guarantor or WTC, as applicable, had been named in the Indenture and under the applicable series of Notes in place of the New Issuer (any such substitution, a “Subsequent Assumption”).

(d) Upon any Subsequent Assumption, in accordance with Section 4.06(c) of this First Supplemental Indenture, the Parent Guarantor or WTC, as applicable, will succeed to, and be substituted for, and may exercise every right and power of, the New Issuer under the Indenture with the same effect as if the Parent Guarantor or WTC, as applicable, had been named as the issuer of the assumed series of Notes herein and thereafter (i) the New Issuer will be relieved of any further obligations as the issuer of the assumed series of Notes and will instead become a Subsidiary Guarantor of such Notes by executing an indenture supplemental hereto in which it agrees to provide a Guarantee for the assumed series of Notes, and (ii) the Parent Guarantor or WTC, as applicable, will be released from all obligations under Article V of this First Supplemental Indenture with respect to its Guarantee.

4.07 Change of Control.

(a) Subject to the defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture, upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless the Company has exercised its right to redeem the Notes of such series pursuant to Section 3.01 of this First Supplemental Indenture, each Holder of Notes will have the right to require the Company to repurchase all or a portion (equal to a minimum of $2,000 or integral multiples of $1,000 in excess thereof) of such Holder’s Notes of such series pursuant to an offer (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes of such series on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. Notwithstanding the foregoing, installments of interest on Notes of such series that are due and payable on Interest Payment Dates falling on or prior to a Change of Control Payment Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date.

(b) Within 30 days following the date upon which the Change of Control Triggering Event with respect to a series of Notes occurred or, at the Company’s option, prior to and conditioned on the occurrence of, any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to deliver a notice to each Holder of such Notes, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 10 days nor (except to the extent such notice is conditioned upon the occurrence of a Change of Control Triggering Event) later than 60 days from the date such notice is sent and, if the notice is sent prior to the Change of Control, no earlier than the date of the occurrence of the Change of Control, other than as may be required by law (the “Change of Control Payment Date”). The Change of Control Payment Date may be designated by reference to the date that the Change of Control Triggering Event is satisfied, rather than a specific date. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

(i) accept for payment all Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

(d) The Company shall not be required to make a Change of Control Offer with respect to a series of Notes if (i) a third party makes such an offer in the manner and at the times required and otherwise in compliance with the requirements applicable to such an offer had it been made by the Company, and such third party purchases all Notes of such series properly tendered and not withdrawn under its offer or (ii) a notice of redemption of all Outstanding Notes of such series has been given pursuant to Section 3.01 of this First Supplemental Indenture, unless and until there is a default in payment of the applicable redemption price.

(e) If Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a series validly tender and do not withdraw such Notes in an offer to repurchase such Notes upon a Change of Control Triggering Event and the Company, or any third party making an offer to repurchase such Notes upon a Change of Control Triggering Event in lieu of the Company, as described in the immediately preceding clause (d), purchase all of the Notes of such series validly tendered and not withdrawn by such Holders, then the Company shall have the right, upon not less than 10 days’ nor more than 60 days’ prior notice to each Holder of such Notes, with a copy to the Trustee, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes of such series that remain Outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

(f) To the extent that the provisions of any securities laws or regulations, including Rule 14e-1 under the Exchange Act, conflict with the Change of Control Triggering Event provisions of the Indenture and the Notes, the Company shall not be deemed to have breached its obligations under the Indenture and the Notes by virtue of compliance with the securities laws and regulations. The Company may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.

(g) The Company’s obligation to make a Change of Control Offer and/or a Change of Control Payment as a result of a Change of Control Triggering Event with respect to any series of Notes may be waived or modified with the written consent of Holders of a majority of the aggregate Outstanding principal amount of such series of Notes.

(h) The Trustee shall not be responsible for monitoring the ratings of the Notes, any Rating Event or any Change of Control Triggering Event.

ARTICLE V

GUARANTEE

5.01 Guarantee. The guarantee provisions of Article XIV of the Base Indenture will apply to the Notes and, subject to the terms of such Article XIV, each of the Guarantors unconditionally, fully and irrevocably guarantees the obligations of the Company under the Notes and the Indenture on a senior unsecured basis as set forth in the Indenture, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder (collectively, the “Guarantees” and each individually, a “Guarantee”), that (i) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at the applicable Maturity Date, by acceleration, redemption or other event set forth in the Indenture, together with interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the applicable Maturity Date, by acceleration, redemption or other event set forth in the Indenture.

5.02 Release of Guarantors.

(a) The Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upon:

(i) a sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, dividend, distribution or otherwise) of the Capital Stock of such Guarantor or the sale, exchange, transfer or other disposition of all or substantially all of the assets of such Guarantor, in each case to a Person other than to the Parent Guarantor or a Subsidiary of the Parent Guarantor and as otherwise not prohibited by the Indenture;

(ii) defeasance or discharge of the Notes, as provided in Article XIII of the Base Indenture, including pursuant to the provisions of Section 13.01 (Satisfaction and Discharge) and Section 13.02 (Defeasance and Covenant Defeasance) of the Base Indenture;

(iii) in the case of a Subsidiary Guarantor, such Subsidiary Guarantor being (or being substantially concurrently) released or discharged from all of its obligations under all of its guarantees of payment under each Credit Agreement;

(iv) if such Guarantor was not required to create a Guarantee but provided a Guarantee at its option, upon the request of such Guarantor of a release at any time, provided that such Guarantor would not then otherwise be required to guarantee the Notes pursuant to the Indenture;

(v) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of the Indenture; and

(vi) as permitted by the provisions of Section 11.02 of the Base Indenture (Supplemental Indentures with Consent of Holders).

(b) At the request of the Company, the Trustee will execute any documents reasonably requested by the Company evidencing such release.

(c) If a Guarantor is released from its obligations hereunder pursuant to this section, it shall cease to be a “Guarantor” as defined in and for purposes of the Indenture.

ARTICLE VI

MISCELLANEOUS

6.01 Application of First Supplemental Indenture. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with like effect as if set forth herein in full. This First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

6.02 Trust Indenture Act. To the extent the Trust Indenture Act applies to the Indenture, the Notes or the Guarantee, if any provision of the Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Indenture, the latter provision shall control. To the extent the Trust Indenture Act applies to the Indenture, the Notes or the Guarantee, if any provision of the Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Indenture as so modified or to be excluded, as the case may be.

6.03 Conflict with Base Indenture. To the extent not expressly amended or modified by this First Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this First Supplemental Indenture relating to the Notes and the Guarantee is inconsistent with any provision of the Base Indenture, the provision of this First Supplemental Indenture shall control.

6.04 Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction. This First Supplemental Indenture, the Notes and the Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction. Any legal suit, action or proceeding arising out of or based upon this First Supplemental Indenture or the transactions contemplated hereby may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of the parties hereto and the Holders, by acceptance of the Notes, hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

EACH OF THE COMPANY, THE GUARANTORS, THE TRUSTEE AND EACH HOLDER OF A NOTE, BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.05 Successors. All agreements of the Company in the Base Indenture, this First Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Base Indenture and this First Supplemental Indenture shall bind its successors. All agreements of the Parent Guarantor in the Base Indenture and this First Supplemental Indenture shall bind its successors.

6.06 Counterparts. This First Supplemental 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 instrument. The exchange of copies of this First Supplemental Indenture and of signature pages by PDF transmission will constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by email transmission with PDF attachment will be deemed to be their original signatures for all purposes. For the avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery” and words of like import in this First Supplemental Indenture shall be deemed to include images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee, pursuant to reasonable procedures approved by the Trustee.

6.07 Trustee Disclaimer. The Trustee makes no representation as to the validity, adequacy or sufficiency of this First Supplemental Indenture and the Notes other than as to the validity of the execution and delivery of the First Supplemental Indenture by the Trustee and the authentication of the Notes by the Trustee or any Authenticating Agent. The recitals and statements herein and in the Notes are deemed to be those of the Company and not of the Trustee and the Trustee assumes no responsibility for the same and the Trustee does not make any representation with respect to such matters. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

[Remainder of page intentionally left blank]

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


AUGUSTA SPINCO CORPORATION, as Company

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Senior Vice President, Chief Financial Officer and Treasurer

WATERS CORPORATION, as Parent Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Senior Vice President and Chief Financial Officer

WATERS TECHNOLOGIES CORPORATION, as Subsidiary Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Chief Financial Officer and Senior Vice President

TA INSTRUMENTS – WATERS L.L.C., as Subsidiary Guarantor

By:		Waters Technologies Corporation, in its capacity as Managing Member of
		TA Instruments – Waters L.L.C.

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Chief Financial Officer and Senior Vice President

[Signature Page to First Supplemental Indenture]


WATERS ASIA LIMITED, as Subsidiary Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: President

WYATT TECHNOLOGY, LLC, as Subsidiary Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: Chief Executive Officer

ACCURI CYTOMETERS, INC., as Subsidiary Guarantor

By:		/s/ Steven Conly
Name: Steven Conly
Title: President

AUGUSTA LIFE SCIENCES US OPCO I LLC, as Subsidiary Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: President

AUGUSTA LIFE SCIENCES US OPCO II LLC, as Subsidiary Guarantor

By:		/s/ Steven Conly
Name: Steven Conly
Title: President

[Signature Page to First Supplemental Indenture]


AUGUSTA LIFE SCIENCES US SPINCO LLC, as Subsidiary Guarantor

By:		/s/ Steven Conly
Name: Steven Conly
Title: President

CELLULAR RESEARCH, INC., as Subsidiary Guarantor

By:		/s/ Steven Conly
Name: Steven Conly
Title: President

HANDYLAB, INC., as Subsidiary Guarantor

By:		/s/ Amol Chaubal
Name: Amol Chaubal
Title: President

PHARMINGEN, as Subsidiary Guarantor

By:		/s/ Steven Conly
Name: Steven Conly
Title: President

[Signature Page to First Supplemental Indenture]


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Steven J. Gomes
Name: Steven J. Gomes
Title: Vice President

[Signature Page to First Supplemental Indenture]

Exhibit A

FORM OF NOTE

Each Global Note shall bear the following legend:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

Each Global Note having The Depository Trust Company as the Depositary shall have the following legend:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF [*], OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [*] OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [*], HAS AN INTEREST HEREIN.

AUGUSTA SPINCO CORPORATION

4.321% Senior Notes due 2027

No. [*]

CUSIP No.: 051473 AB2

ISIN No.: US051473AB24

$[*]

AUGUSTA SPINCO CORPORATION, a Delaware corporation (the “Company”), for value received promises to pay to [*] or registered assigns, the principal sum of [*] DOLLARS (as may be adjusted by the increase or decrease as reflected on the Schedule of Increases or Decreases in the Global Note attached hereto) on September 23, 2027 (the “Maturity Date”).

Interest Payment Dates: March 23 and September 23 (each, an “Interest Payment Date”), commencing on September 23, 2026, and upon the Maturity Date.

Interest Record Dates: March 8 and September 8 (each, a “Regular Record Date”).

Reference is made to the further provisions of this 2027 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this 2027 Note to be duly executed.

[Signature Page to 2027 Note]

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.

[Signature Page to 2027 Note]

(REVERSE OF NOTE)

AUGUSTA SPINCO CORPORATION

4.321% Senior Notes due 2027

1. Interest. Augusta SpinCo Corporation (the “Company”) promises to pay interest on the principal amount of this 2027 Note at the rate per annum set forth above. Interest on the 2027 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on the 2027 Notes in cash in arrears on March 23 and September 23 of each year, with the first payment on September 23, 2026, to the Holders in whose names such 2027 Note is registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. Interest payable on the Maturity Date of the 2027 Notes or any Redemption Date of the 2027 Notes shall be payable to the Holder to whom the principal of such 2027 Note shall be payable; provided that installments of interest on the 2027 Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately preceding such Interest Payment Date. Interest payable on any Interest Payment Date, Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the 2027 Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required to be made on such date, will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next succeeding Business Day.

Any interest on this 2027 Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the close of business on the relevant Regular Record Date, and such Defaulted Interest shall be paid by the Company in accordance with the provisions of Section 3.07 of the Base Indenture.

The Company shall pay interest on overdue principal and premium, if any, and (to the extent legally enforceable under applicable law) upon any overdue installments of interest at the same rate borne by this 2027 Note.

2. Paying Agent. Initially, the Trustee (as defined below) will act as Paying Agent. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent.

3. Indenture; Defined Terms. This 2027 Note is one of the 4.321% Senior Notes due 2027 (the “2027 Notes”) issued under the Indenture, dated as of March 23, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental Indenture, dated as of March 23, 2026, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This 2027 Note is a “Security” and the 2027 Notes are “Securities” under the Indenture.

For purposes of this 2027 Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the 2027 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Notwithstanding anything to the contrary herein, the 2027 Notes are subject to all such terms, and Holders of 2027 Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. To the extent the terms of the Indenture and this 2027 Note are inconsistent, the terms of the Indenture shall govern.

4. Denominations: Transfer: Exchange. The 2027 Notes are in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of 2027 Notes in accordance with the Indenture. The Company or the Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.

5. Redemption. The Company may not redeem the 2027 Notes prior to maturity. There is no sinking fund applicable to the 2027 Notes.

6. Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its optional redemption rights, each Holder of 2027 Notes will have the right to require that the Company repurchase all or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2027 Notes, as further described in the Indenture.

7. Defaults and Remedies. If certain Events of Default with respect to the 2027 Notes occur and are continuing, then the Trustee or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding 2027 Notes may declare the principal amount and accrued and unpaid interest, if any, of all the 2027 Notes to be due and immediately payable, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and such accrued and unpaid interest shall become immediately due and payable.

8. CUSIP and ISIN Numbers. No representation is made as to the accuracy of CUSIP or ISIN numbers as printed on the 2027 Notes.

9. Guarantee. The Company’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed by the Guarantors on a senior unsecured basis, to the extent set forth in the Indenture.

10. Governing Law. This 2027 Note shall be governed by and construed in accordance with the laws of the State of New York.

11. Authentication. This 2027 Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this 2027 Note.

ASSIGNMENT FORM

To assign this 2027 Note, fill in the form below:

I or we assign and transfer this 2027

Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this 2027

Note on the books of the Company. The agent may substitute another to act for her.

Sign exactly as your name appears on the other side of this 2027 Note.


						Signature

Signature Guarantee:


Signature must be guaranteed						Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, check the box: ☐

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, state the amount: $______.


Date:				Your Signature:

				(Sign exactly as your name appears on the other side of the Security)

				Tax I.D. number


				Signature Guarantee:

				(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE*

The following increases or decreases in this Global Note have been made.


Date of Exchange		Amount of decrease in principal amount of this Global Note		Amount of increase in principal amount of this Global Note		Principal amount of this Global Note following such decrease (or increase)		Signature of authorized signatory of Trustee

*	This schedule should be included only if the Note is issued in global form.

Exhibit B

FORM OF NOTE

Each Global Note shall bear the following legend:

Each Global Note having The Depository Trust Company as the Depositary shall have the following legend:

AUGUSTA SPINCO CORPORATION

4.398% Senior Notes due 2029

No. [*]

CUSIP No.: 051473 AC0

ISIN No.: US051473AC07

$[*]

Interest Payment Dates: March 23 and September 23 (each, an “Interest Payment Date”), commencing on September 23, 2026, and upon the Maturity Date.

Interest Record Dates: March 8 and September 8 (each, a “Regular Record Date”).

Reference is made to the further provisions of this 2029 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this 2029 Note to be duly executed.

[Signature Page to 2029 Note]

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.

[Signature Page to 2029 Note]

(REVERSE OF NOTE)

AUGUSTA SPINCO CORPORATION

4.398% Senior Notes due 2029

1. Interest. Augusta SpinCo Corporation (the “Company”) promises to pay interest on the principal amount of this 2029 Note at the rate per annum set forth above. Interest on the 2029 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on the 2029 Notes in cash in arrears on March 23 and September 23 of each year, with the first payment on September 23, 2026, to the Holders in whose names such 2029 Note is registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. Interest payable on the Maturity Date of the 2029 Notes or any Redemption Date of the 2029 Notes shall be payable to the Holder to whom the principal of such 2029 Note shall be payable; provided that installments of interest on the 2029 Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately preceding such Interest Payment Date. Interest payable on any Interest Payment Date, Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the 2029 Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required to be made on such date, will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next succeeding Business Day.

Any interest on this 2029 Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the close of business on the relevant Regular Record Date, and such Defaulted Interest shall be paid by the Company in accordance with the provisions of Section 3.07 of the Base Indenture.

2. Paying Agent. Initially, the Trustee (as defined below) will act as Paying Agent. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent.

3. Indenture; Defined Terms. This 2029 Note is one of the 4.398% Senior Notes due 2029 (the “2029 Notes”) issued under the Indenture, dated as of March 23, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental Indenture, dated as of March 23, 2026, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This 2029 Note is a “Security” and the 2029 Notes are “Securities” under the Indenture.

For purposes of this 2029 Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the 2029 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Notwithstanding anything to the contrary herein, the 2029 Notes are subject to all such terms, and Holders of 2029 Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. To the extent the terms of the Indenture and this 2029 Note are inconsistent, the terms of the Indenture shall govern.

4. Denominations: Transfer: Exchange. The 2029 Notes are in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of 2029 Notes in accordance with the Indenture. The Company or the Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.

5. Redemption. The 2029 Notes are subject to optional redemption as further described in the Indenture. There is no sinking fund applicable to the 2029 Notes.

6. Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its optional redemption rights, each Holder of 2029 Notes will have the right to require that the Company repurchase all or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2029 Notes, as further described in the Indenture.

7. Defaults and Remedies. If certain Events of Default with respect to the 2029 Notes occur and are continuing, then the Trustee or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding 2029 Notes may declare the principal amount and accrued and unpaid interest, if any, of all the 2029 Notes to be due and immediately payable, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and such accrued and unpaid interest shall become immediately due and payable.

8. CUSIP and ISIN Numbers. No representation is made as to the accuracy of CUSIP or ISIN numbers as printed on the 2029 Notes.

10. Governing Law. This 2029 Note shall be governed by and construed in accordance with the laws of the State of New York.

11. Authentication. This 2029 Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this 2029 Note.

ASSIGNMENT FORM

To assign this 2029 Note, fill in the form below:

I or we assign and transfer this 2029

Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this 2029

Note on the books of the Company. The agent may substitute another to act for her.

Sign exactly as your name appears on the other side of this 2029 Note.



				Signature


Signature Guarantee:


Signature must be guaranteed				Signature

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, check the box: ☐

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, state the amount: $______.


Date:
				Your Signature:

				(Sign exactly as your name appears on the other side of the Security)

				Tax I.D. number


				Signature Guarantee:

				(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE*

The following increases or decreases in this Global Note have been made.


Date of Exchange	Amount of decrease in principal amount of this Global Note	Amount of increase in principal amount of this Global Note	Principal amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee

*	This schedule should be included only if the Note is issued in global form.

Exhibit C

FORM OF NOTE

Each Global Note shall bear the following legend:

Each Global Note having The Depository Trust Company as the Depositary shall have the following legend:

AUGUSTA SPINCO CORPORATION

4.656% Senior Notes due 2031

No. [*]

CUSIP No.: 051473 AD8

ISIN No.: US051473AD89

$[*]

Interest Payment Dates: March 23 and September 23 (each, an “Interest Payment Date”), commencing on September 23, 2026, and upon the Maturity Date.

Interest Record Dates: March 8 and September 8 (each, a “Regular Record Date”).

Reference is made to the further provisions of this 2031 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this 2031 Note to be duly executed.

[Signature Page to 2031 Note]

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.

[Signature Page to 2031 Note]

(REVERSE OF NOTE)

AUGUSTA SPINCO CORPORATION

4.656% Senior Notes due 2031

1. Interest. Augusta SpinCo Corporation (the “Company”) promises to pay interest on the principal amount of this 2031 Note at the rate per annum set forth above. Interest on the 2031 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on the 2031 Notes in cash in arrears on March 23 and September 23 of each year, with the first payment on September 23, 2026, to the Holders in whose names such 2031 Note is registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. Interest payable on the Maturity Date of the 2031 Notes or any Redemption Date of the 2031 Notes shall be payable to the Holder to whom the principal of such 2031 Note shall be payable; provided that installments of interest on the 2031 Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately preceding such Interest Payment Date. Interest payable on any Interest Payment Date, Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the 2031 Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required to be made on such date, will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next succeeding Business Day.

Any interest on this 2031 Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the close of business on the relevant Regular Record Date, and such Defaulted Interest shall be paid by the Company in accordance with the provisions of Section 3.07 of the Base Indenture.

2. Paying Agent. Initially, the Trustee (as defined below) will act as Paying Agent. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent.

3. Indenture; Defined Terms. This 2031 Note is one of the 4.656% Senior Notes due 2031 (the “2031 Notes”) issued under the Indenture, dated as of March 23, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental Indenture, dated as of March 23, 2026, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This 2031 Note is a “Security” and the 2031 Notes are “Securities” under the Indenture.

For purposes of this 2031 Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the 2031 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Notwithstanding anything to the contrary herein, the 2031 Notes are subject to all such terms, and Holders of 2031 Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. To the extent the terms of the Indenture and this 2031 Note are inconsistent, the terms of the Indenture shall govern.

4. Denominations: Transfer: Exchange. The 2031 Notes are in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of 2031 Notes in accordance with the Indenture. The Company or the Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.

5. Redemption. The 2031 Notes are subject to optional redemption as further described in the Indenture. There is no sinking fund applicable to the 2031 Notes.

6. Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its optional redemption rights, each Holder of 2031 Notes will have the right to require that the Company repurchase all or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2031 Notes, as further described in the Indenture.

7. Defaults and Remedies. If certain Events of Default with respect to the 2031 Notes occur and are continuing, then the Trustee or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding 2031 Notes may declare the principal amount and accrued and unpaid interest, if any, of all the 2031 Notes to be due and immediately payable, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and such accrued and unpaid interest shall become immediately due and payable.

8. CUSIP and ISIN Numbers. No representation is made as to the accuracy of CUSIP or ISIN numbers as printed on the 2031 Notes.

10. Governing Law. This 2031 Note shall be governed by and construed in accordance with the laws of the State of New York.

11. Authentication. This 2031 Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this 2031 Note.

ASSIGNMENT FORM

To assign this 2031 Note, fill in the form below:

I or we assign and transfer this 2031

Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this 2031

Note on the books of the Company. The agent may substitute another to act for her.

Sign exactly as your name appears on the other side of this 2031 Note.


						Signature

Signature Guarantee:


Signature must be guaranteed						Signature

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, check the box: ☐

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, state the amount: $______.

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE*

The following increases or decreases in this Global Note have been made.

Date of

Exchange

Amount of
decrease in
principal

amount
of this Global

Note

Amount of
increase in
principal

amount
of this Global

Note

Principal

amount
of this Global

Note
following such
decrease (or
increase)

Signature of
authorized
signatory of
Trustee

*	This schedule should be included only if the Note is issued in global form.

Exhibit D

FORM OF NOTE

Each Global Note shall bear the following legend:

Each Global Note having The Depository Trust Company as the Depositary shall have the following legend:

AUGUSTA SPINCO CORPORATION

4.945% Senior Notes due 2033

No. [*]

CUSIP No.: 051473 AE6

ISIN No.: US051473AE62

$[*]

Interest Payment Dates: March 23 and September 23 (each, an “Interest Payment Date”), commencing on September 23, 2026, and upon the Maturity Date.

Interest Record Dates: March 8 and September 8 (each, a “Regular Record Date”).

Reference is made to the further provisions of this 2033 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this 2033 Note to be duly executed.


Dated:	AUGUSTA SPINCO CORPORATION

	By:
		Name:
		Title:

[Signature Page to 2033 Note]

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.


Dated:	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

	By:
		Authorized Signatory

[Signature Page to 2033 Note]

(REVERSE OF NOTE)

AUGUSTA SPINCO CORPORATION

4.945% Senior Notes due 2033

1. Interest. Augusta SpinCo Corporation (the “Company”) promises to pay interest on the principal amount of this 2033 Note at the rate per annum set forth above. Interest on the 2033 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on the 2033 Notes in cash in arrears on March 23 and September 23 of each year, with the first payment on September 23, 2026, to the Holders in whose names such 2033 Note is registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. Interest payable on the Maturity Date of the 2033 Notes or any Redemption Date of the 2033 Notes shall be payable to the Holder to whom the principal of such 2033 Note shall be payable; provided that installments of interest on the 2033 Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately preceding such Interest Payment Date. Interest payable on any Interest Payment Date, Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the 2033 Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required to be made on such date, will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next succeeding Business Day.

Any interest on this 2033 Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the close of business on the relevant Regular Record Date, and such Defaulted Interest shall be paid by the Company in accordance with the provisions of Section 3.07 of the Base Indenture.

2. Paying Agent. Initially, the Trustee (as defined below) will act as Paying Agent. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent.

3. Indenture; Defined Terms. This 2033 Note is one of the 4.945% Senior Notes due 2033 (the “2033 Notes”) issued under the Indenture, dated as of March 23, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental Indenture, dated as of March 23, 2026, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This 2033 Note is a “Security” and the 2033 Notes are “Securities” under the Indenture.

For purposes of this 2033 Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the 2033 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Notwithstanding anything to the contrary herein, the 2033 Notes are subject to all such terms, and Holders of 2033 Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. To the extent the terms of the Indenture and this 2033 Note are inconsistent, the terms of the Indenture shall govern.

4. Denominations: Transfer: Exchange. The 2033 Notes are in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of 2033 Notes in accordance with the Indenture. The Company or the Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.

5. Redemption. The 2033 Notes are subject to optional redemption as further described in the Indenture. There is no sinking fund applicable to the 2033 Notes.

6. Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its optional redemption rights, each Holder of 2033 Notes will have the right to require that the Company repurchase all or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2033 Notes, as further described in the Indenture.

7. Defaults and Remedies. If certain Events of Default with respect to the 2033 Notes occur and are continuing, then the Trustee or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding 2033 Notes may declare the principal amount and accrued and unpaid interest, if any, of all the 2033 Notes to be due and immediately payable, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and such accrued and unpaid interest shall become immediately due and payable.

8. CUSIP and ISIN Numbers. No representation is made as to the accuracy of CUSIP or ISIN numbers as printed on the 2033 Notes.

10. Governing Law. This 2033 Note shall be governed by and construed in accordance with the laws of the State of New York.

11. Authentication. This 2033 Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this 2033 Note.

ASSIGNMENT FORM

To assign this 2033 Note, fill in the form below:

I or we assign and transfer this 2033

Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this 2033

Note on the books of the Company. The agent may substitute another to act for her.


Date:
		Your Signature:

Sign exactly as your name appears on the other side of this 2033 Note.



		Signature


Signature Guarantee:


Signature must be guaranteed				Signature

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, check the box: ☐

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, state the amount: $______.

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE*

The following increases or decreases in this Global Note have been made.

Date of

Exchange

Amount of
decrease in
principal

amount
of this Global

Note

Amount of
increase in
principal

amount
of this Global

Note

Principal

amount
of this Global

Note
following such
decrease (or
increase)

Signature of
authorized
signatory of
Trustee

*	This schedule should be included only if the Note is issued in global form.

Exhibit E

FORM OF NOTE

Each Global Note shall bear the following legend:

Each Global Note having The Depository Trust Company as the Depositary shall have the following legend:

AUGUSTA SPINCO CORPORATION

5.245% Senior Notes due 2036

No. [*]

CUSIP No.: 051473 AF3

ISIN No.: US051473AF38

$[*]

Interest Payment Dates: March 23 and September 23 (each, an “Interest Payment Date”), commencing on September 23, 2026, and upon the Maturity Date.

Interest Record Dates: March 8 and September 8 (each, a “Regular Record Date”).

Reference is made to the further provisions of this 2036 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this 2036 Note to be duly executed.


Dated:	AUGUSTA SPINCO CORPORATION

	By:
		Name:
		Title:

[Signature Page to 2036 Note]

This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.


Dated:	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

	By:
		Authorized Signatory

[Signature Page to 2036 Note]

(REVERSE OF NOTE)

AUGUSTA SPINCO CORPORATION

5.245% Senior Notes due 2036

1. Interest. Augusta SpinCo Corporation (the “Company”) promises to pay interest on the principal amount of this 2036 Note at the rate per annum set forth above. Interest on the 2036 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on the 2036 Notes in cash in arrears on March 23 and September 23 of each year, with the first payment on September 23, 2026, to the Holders in whose names such 2036 Note is registered at the close of business on March 8 and September 8, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment Date. Interest payable on the Maturity Date of the 2036 Notes or any Redemption Date of the 2036 Notes shall be payable to the Holder to whom the principal of such 2036 Note shall be payable; provided that installments of interest on the 2036 Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately preceding such Interest Payment Date. Interest payable on any Interest Payment Date, Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the 2036 Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required to be made on such date, will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next succeeding Business Day.

Any interest on this 2036 Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the close of business on the relevant Regular Record Date, and such Defaulted Interest shall be paid by the Company in accordance with the provisions of Section 3.07 of the Base Indenture.

2. Paying Agent. Initially, the Trustee (as defined below) will act as Paying Agent. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent.

3. Indenture; Defined Terms. This 2036 Note is one of the 5.245% Senior Notes due 2036 (the “2036 Notes”) issued under the Indenture, dated as of March 23, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental Indenture, dated as of March 23, 2026, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This 2036 Note is a “Security” and the 2036 Notes are “Securities” under the Indenture.

For purposes of this 2036 Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the 2036 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Notwithstanding anything to the contrary herein, the 2036 Notes are subject to all such terms, and Holders of 2036 Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. To the extent the terms of the Indenture and this 2036 Note are inconsistent, the terms of the Indenture shall govern.

4. Denominations: Transfer: Exchange. The 2036 Notes are in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of 2036 Notes in accordance with the Indenture. The Company or the Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.

5. Redemption. The 2036 Notes are subject to optional redemption as further described in the Indenture. There is no sinking fund applicable to the 2036 Notes.

6. Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its optional redemption rights, each Holder of 2036 Notes will have the right to require that the Company repurchase all or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2036 Notes, as further described in the Indenture.

7. Defaults and Remedies. If certain Events of Default with respect to the 2036 Notes occur and are continuing, then the Trustee or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding 2036 Notes may declare the principal amount and accrued and unpaid interest, if any, of all the 2036 Notes to be due and immediately payable, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and such accrued and unpaid interest shall become immediately due and payable.

8. CUSIP and ISIN Numbers. No representation is made as to the accuracy of CUSIP or ISIN numbers as printed on the 2036 Notes.

10. Governing Law. This 2036 Note shall be governed by and construed in accordance with the laws of the State of New York.

11. Authentication. This 2036 Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this 2036 Note.

ASSIGNMENT FORM

To assign this 2036 Note, fill in the form below:

I or we assign and transfer this 2036

Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this 2036

Note on the books of the Company. The agent may substitute another to act for her.


Date:
		Your Signature:

Sign exactly as your name appears on the other side of this 2036 Note.



		Signature


Signature Guarantee:


Signature must be guaranteed				Signature

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, check the box: ☐

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.07(b) of the Supplemental Indenture, state the amount: $______.

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE*

The following increases or decreases in this Global Note have been made.

Date of

Exchange

Amount of
decrease in
principal

amount
of this Global

Note

Amount of
increase in
principal

amount
of this Global

Note

Principal

amount
of this Global

Note
following such
decrease (or
increase)

Signature of
authorized
signatory of
Trustee

*	This schedule should be included only if the Note is issued in global form.


Delaware	001-14010	13-3668640
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


Exhibit Number		Description

1.1		Underwriting Agreement, dated March 17, 2026, among Augusta SpinCo Corporation, Waters Corporation, the subsidiary guarantors named therein and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein.

4.1		Indenture, dated as of March 23, 2026, by and among Augusta SpinCo Corporation, Waters Corporation and U.S. Bank Trust Company, National Association, as trustee.

4.2		First Supplemental Indenture, dated as of March 23, 2026, by and among Augusta SpinCo Corporation, Waters Corporation, the subsidiary guarantors named therein and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated as of March 23, 2026.

4.3		Form of 4.321% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.2).

4.4		Form of 4.398% Senior Notes due 2029 (included as Exhibit B to Exhibit 4.2).

4.5		Form of 4.656% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2).

4.6		Form of 4.945% Senior Notes due 2033 (included as Exhibit D to Exhibit 4.2).

4.7		Form of 5.245% Senior Notes due 2036 (included as Exhibit E to Exhibit 4.2).

5.1		Opinion of Kirkland & Ellis LLP.

23.1		Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1).

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




		601 Lexington Avenue		Facsimile: +1 212 446 4900
		New York, NY 10022
		United States
		+1 212 446 4800

		www.kirkland.com

		March 23, 2026


Name of Legal Entity		Jurisdiction
PharMingen		California

Wyatt Technology, LLC		California

Accuri Cytometers, Inc.		Delaware

Augusta Life Sciences US OpCo I LLC		Delaware

Augusta Life Sciences US OpCo II LLC		Delaware

Augusta Life Sciences US SpinCo LLC		Delaware

Cellular Research, Inc.		Delaware

HandyLab, Inc.		Delaware

TA Instruments - Waters L.L.C.		Delaware

Waters Asia Limited		Delaware

Waters Technologies Corporation		Delaware