FIFTH SUPPLEMENTAL INDENTURE dated as of July 6, 2017 between Baidu, Inc., an exempted
company incorporated in the Cayman Islands (the Company), and The Bank of New York Mellon, as trustee (the Trustee).
Company and the Trustee executed and delivered an Indenture dated as of November 28, 2012 (the Base Indenture) to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness in an unlimited
aggregate principal amount to be issued from time to time in one or more series (such Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, herein referred to as the Indenture);
WHEREAS, the Company has duly authorized the issuance of US$900,000,000 aggregate principal amount of 2.875% Notes due 2022 (the 2022
Notes), and US$600,000,000 aggregate principal amount of 3.625% Notes due 2027 (the 2027 Notes and, together with the 2022 Notes, the Notes);
WHEREAS, the Company has duly authorized the execution and delivery
of this Fifth Supplemental Indenture pursuant to Section 14.01 of the
Base Indenture to establish the terms and the form of the Notes in accordance with Sections 2.01, 3.01 and 3.03 of the Base Indenture;
WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid and legally binding agreement of the Company, in accordance
with its terms, have been done.
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
That, in consideration of the premises and the purchase of the Notes by the Holders thereof for the equal and proportionate benefit of all of
the present and future Holders of the Notes, each party agrees and covenants as follows:
SCOPE AND DEFINITIONS
Section 1.01 Scope. The changes, modifications and supplements to the Base Indenture effected by this Fifth
Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to
such other series of Securities specifically incorporates such changes, modifications and supplements.
Section 1.02 Definitions.
(a) Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Base