INDENTURE DATED 20-JAN-05



  
 Exhibit 4.1 

 

  
 ALBEMARLE CORPORATION, 
 as Issuer 
  

  
 INDENTURE 
 DATED AS OF JANUARY 20, 2005 
  

  
 THE BANK OF NEW YORK, 
 Trustee 
  
 DEBT SECURITIES 
  

  









  
 CROSS REFERENCE TABLE(1)

  
 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
THROUGH 318, 
 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED: 
  

			
	 TIA Section

	 	 Indenture Section


	310(a)(1)	 	6.09
	(a)(2)	 	6.09
	(a)(3)	 	N.A.(2)
	(a)(4)	 	N.A.
	(a)(5)	 	6.09
	(b)	 	6.08,6.09,6.10
	(c)	 	N.A.
	311(a)	 	6.13
	(b)	 	6.13
	(c)	 	N.A.
	312(a)	 	7.01,7.02
	(b)	 	7.02
	(c)	 	7.02
	313(a)	 	7.03
	(b)	 	7.03
	(c)	 	1.07,7.03
	(d)	 	7.03
	314(a)	 	1.03,7.04,10.04
	(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)	 	6.01,6.03
	(b)	 	6.02
	(c)	 	6.01
	(d)	 	6.01
	(e)	 	5.14
	316(a) (last sentence)	 	1.01
	(a)(1)(A)	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	N.A.
	(b)	 	5.08
	(c)	 	1.05
	317(a)(1)	 	5.03
	(a)(2)	 	5.04
	(b)	 	10.03
	318	 	1.08



	(1)	This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 

  

	(2)	N.A. means “not applicable.” 

  









  
 TABLE OF CONTENTS

  

					
	 	  	 	  	Page


	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
			
	 SECTION 1.01.
	  	 RULES OF CONSTRUCTION
	  	1
	 SECTION 1.02.
	  	 DEFINITIONS
	  	2
	 SECTION 1.03.
	  	 COMPLIANCE CERTIFICATES AND OPINIONS
	  	10
	 SECTION 1.04.
	  	 FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	  	11
	 SECTION 1.05.
	  	 ACTS OF HOLDERS; RECORD DATES
	  	11
	 SECTION 1.06.
	  	 NOTICES TO TRUSTEE AND COMPANY
	  	13
	 SECTION 1.07.
	  	 NOTICE TO HOLDERS; WAIVER
	  	14
	 SECTION 1.08.
	  	 CONFLICT WITH TRUST INDENTURE ACT
	  	15
	 SECTION 1.09.
	  	 EFFECT OF HEADINGS AND TABLE OF CONTENTS
	  	15
	 SECTION 1.10.
	  	 SUCCESSORS AND ASSIGNS
	  	15
	 SECTION 1.11.
	  	 SEPARABILITY CLAUSE
	  	15
	 SECTION 1.12.
	  	 BENEFITS OF INDENTURE
	  	15
	 SECTION 1.13.
	  	 GOVERNING LAW
	  	15
	 SECTION 1.14.
	  	 LEGAL HOLIDAYS
	  	15
	 SECTION 1.15.
	  	 NO RECOURSE AGAINST OTHERS
	  	16
		
	 ARTICLE TWO SECURITY FORMS
	  	16
			
	 SECTION 2.01.
	  	 FORMS GENERALLY
	  	16
	 SECTION 2.02.
	  	 FORM OF FACE OF SECURITY
	  	16
	 SECTION 2.03.
	  	 FORM OF REVERSE OF SECURITY
	  	18
	 SECTION 2.04.
	  	 FORM OF LEGEND FOR GLOBAL SECURITIES
	  	22
	 SECTION 2.05.
	  	 FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	  	23
		
	 ARTICLE THREE THE SECURITIES
	  	23
			
	 SECTION 3.01.
	  	 AMOUNT UNLIMITED; ISSUABLE IN SERIES
	  	23
	 SECTION 3.02.
	  	 DENOMINATIONS
	  	27
	 SECTION 3.03.
	  	 EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	  	27
	 SECTION 3.04.
	  	 TEMPORARY SECURITIES
	  	29
	 SECTION 3.05.
	  	 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE
	  	30
	 SECTION 3.06.
	  	 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES
	  	32
	 SECTION 3.07.
	  	 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
	  	33
	 SECTION 3.08.
	  	 PERSONS DEEMED OWNERS
	  	34
	 SECTION 3.09.
	  	 CANCELLATION
	  	35
	 SECTION 3.10.
	  	 COMPUTATION OF INTEREST
	  	35
	 SECTION 3.11.
	  	 CUSIP AND ISIN NUMBERS
	  	35

  

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 TABLE OF CONTENTS

 (continued) 
  

					
	 	  	 	  	Page


	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	36
			
	 SECTION 4.01.
	  	 SATISFACTION AND DISCHARGE OF INDENTURE
	  	36
	 SECTION 4.02.
	  	 APPLICATION OF TRUST MONEY
	  	37
		
	 ARTICLE FIVE REMEDIES
	  	37
			
	 SECTION 5.01.
	  	 EVENTS OF DEFAULT
	  	37
	 SECTION 5.02.
	  	 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	  	39
	 SECTION 5.03.
	  	 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE
	  	41
	 SECTION 5.04.
	  	 TRUSTEE MAY FILE PROOFS OF CLAIM
	  	41
	 SECTION 5.05.
	  	 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
	  	42
	 SECTION 5.06.
	  	 APPLICATION OF MONEY COLLECTED
	  	42
	 SECTION 5.07.
	  	 LIMITATION ON SUITS
	  	42
	 SECTION 5.08.
	  	 RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST
	  	43
	 SECTION 5.09.
	  	 RESTORATION OF RIGHTS AND REMEDIES
	  	43
	 SECTION 5.10.
	  	 RIGHTS AND REMEDIES CUMULATIVE
	  	43
	 SECTION 5.11.
	  	 DELAY OR OMISSION NOT WAIVER
	  	44
	 SECTION 5.12.
	  	 CONTROL BY HOLDERS
	  	44
	 SECTION 5.13.
	  	 WAIVER OF PAST DEFAULTS
	  	44
	 SECTION 5.14.
	  	 UNDERTAKING FOR COSTS
	  	45
	 SECTION 5.15.
	  	 STAY, EXTENSION AND USURY LAWS
	  	45
		
	 ARTICLE SIX THE TRUSTEE
	  	45
			
	 SECTION 6.01.
	  	 CERTAIN DUTIES AND RESPONSIBILITIES
	  	45
	 SECTION 6.02.
	  	 NOTICE OF DEFAULTS
	  	46
	 SECTION 6.03.
	  	 CERTAIN RIGHTS OF TRUSTEE
	  	47
	 SECTION 6.04.
	  	 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES
	  	48
	 SECTION 6.05.
	  	 MAY HOLD SECURITIES
	  	49
	 SECTION 6.06.
	  	 MONEY HELD IN TRUST
	  	49
	 SECTION 6.07.
	  	 COMPENSATION AND REIMBURSEMENT
	  	49
	 SECTION 6.08.
	  	 CONFLICTING INTERESTS
	  	50
	 SECTION 6.09.
	  	 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	  	50
	 SECTION 6.10.
	  	 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	  	51
	 SECTION 6.11.
	  	 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	  	52
	 SECTION 6.12.
	  	 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
	  	53
	 SECTION 6.13.
	  	 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	  	53

  

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 TABLE OF CONTENTS

 (continued) 
  

					
	 	  	 	  	Page


	 SECTION 6.14.
	  	 APPOINTMENT OF AUTHENTICATING AGENT
	  	53
		
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	55
			
	 SECTION 7.01.
	  	 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS
	  	55
	 SECTION 7.02.
	  	 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS
	  	55
	 SECTION 7.03.
	  	 REPORTS BY TRUSTEE
	  	56
	 SECTION 7.04.
	  	 REPORTS BY COMPANY
	  	56
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER AND SALE OF ASSETS
	  	57
			
	 SECTION 8.01.
	  	 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS
	  	57
	 SECTION 8.02.
	  	 SUCCESSOR SUBSTITUTED
	  	58
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	58
			
	 SECTION 9.01.
	  	 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	  	58
	 SECTION 9.02.
	  	 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	  	59
	 SECTION 9.03.
	  	 EXECUTION OF SUPPLEMENTAL INDENTURES
	  	61
	 SECTION 9.04.
	  	 EFFECT OF SUPPLEMENTAL INDENTURES
	  	61
	 SECTION 9.05.
	  	 CONFORMITY WITH TRUST INDENTURE ACT
	  	61
	 SECTION 9.06.
	  	 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES
	  	61
	 SECTION 9.07.
	  	 REVOCATION AND EFFECT OF CONSENTS AND WAIVERS
	  	62
		
	 ARTICLE TEN COVENANTS
	  	62
			
	 SECTION 10.01.
	  	 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
	  	62
	 SECTION 10.02.
	  	 MAINTENANCE OF OFFICE OR AGENCY
	  	63
	 SECTION 10.03.
	  	 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST
	  	63
	 SECTION 10.04.
	  	 COMPLIANCE CERTIFICATE
	  	64
	 SECTION 10.05.
	  	 CORPORATE EXISTENCE
	  	65
	 SECTION 10.06.
	  	 PAYMENT OF TAXES AND OTHER CLAIMS
	  	65
	 SECTION 10.07.
	  	 LIMITATIONS ON LIENS
	  	65
	 SECTION 10.08.
	  	 RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS
	  	68
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	69
			
	 SECTION 11.01.
	  	 APPLICABILITY OF ARTICLE
	  	69

  

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 TABLE OF CONTENTS

 (continued) 
  

					
	 	  	 	  	Page


	 SECTION 11.02.
	  	 ELECTION TO REDEEM; NOTICE TO TRUSTEE
	  	69
	 SECTION 11.03.
	  	 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED
	  	69
	 SECTION 11.04.
	  	 NOTICE OF REDEMPTION
	  	70
	 SECTION 11.05.
	  	 DEPOSIT OF REDEMPTION PRICE
	  	71
	 SECTION 11.06.
	  	 SECURITIES PAYABLE ON REDEMPTION DATE
	  	71
	 SECTION 11.07.
	  	 SECURITIES REDEEMED IN PART
	  	72
		
	 ARTICLE TWELVE SINKING FUNDS
	  	72
			
	 SECTION 12.01.
	  	 APPLICABILITY OF ARTICLE
	  	72
	 SECTION 12.02.
	  	 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	  	72
	 SECTION 12.03.
	  	 REDEMPTION OF SECURITIES FOR SINKING FUND
	  	73
		
	 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE
	  	73
			
	 SECTION 13.01.
	  	 COMPANY’S RIGHT WITH RESPECT TO DEFEASANCE OR COVENANT DEFEASANCE
	  	73
	 SECTION 13.02.
	  	 DEFEASANCE AND DISCHARGE
	  	73
	 SECTION 13.03.
	  	 COVENANT DEFEASANCE
	  	74
	 SECTION 13.04.
	  	 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE
	  	74
	 SECTION 13.05.
	  	 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS
	  	76
	 SECTION 13.06.
	  	 REINSTATEMENT
	  	77

  

 -iv- 








 THIS INDENTURE, dated as of January 20, 2005, is between Albemarle Corporation, a Virginia corporation
(the “Company”), whose principal office is located at 330 South Fourth Street, Richmond, Virginia 23219 and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”). 
  
 RECITALS 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time
of its unsecured notes, debentures or other evidences of indebtedness (herein called a “Security” or the “Securities”) to be issued in one or more series as in this Indenture provided. 
  
 All things necessary to make this Indenture a valid agreement of the Company,
in accordance with its terms, have been done. 
  
 For and in
consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of all Holders of the Securities or of any series thereof, as follows: 
  
 ARTICLE ONE 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	SECTION 1.01.	RULES OF CONSTRUCTION. 

  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
  
 (3) an accounting
term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States as in effect from time to time and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such United States accounting principles as are generally accepted at the date of such computation; 
  
 (4) “or” is not exclusive; 
  
 (5) “including” means including, without
limitation; and 
  









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

	SECTION 1.02.	DEFINITIONS. 

  
 “Act,” when used with respect to any Holder, has the meaning specified in Section 1.05. 
  
 “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 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; provided
that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. 
  
 “Attributable Debt” means, in respect of a Sale and Leaseback Transaction and as of any particular time, the present value (discounted at the
rate of interest implicit in the terms of the lease involved in such Sale and Leaseback Transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such
lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease
has been extended or may, at the option of the lessor, be extended). 
  
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Bankruptcy Law” means Title 11, United States Code, or any similar
federal or state law for the relief of debtors. 
  
 “Board of
Directors” means either the board of directors of the Company or any duly authorized committee of such board. 
  
 “Board Resolution” means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business Day” means, except as otherwise specified as contemplated by Section 3.01, with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, the location of the Corporate Trust 

  

 2 








 
Office, the Place of Payment or other particular location referred to in this Indenture or in the Securities are authorized or obligated by law or executive
order to close. 
  
 “Capital Stock” of any Person means
any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such equity. 
  
 “Capitalized Lease Obligation” of
any Person means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with generally accepted accounting principles in the United States of America, and the amount of
Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with generally accepted accounting principles, and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated without penalty. 
  
 “Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment
of public and private debts. 
  
 “Commission” means the
Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if any time after the execution 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. 
  
 “Common Stock” means with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or
not outstanding on the issue date of a series of Securities, and includes, without limitation, all series and classes of such common stock. 
  
 “Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to
the applicable provisions of this Indenture and, thereafter, shall mean such successor. 
  
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the Board, its Chief Executive Officer, its
President, a Vice President or its Chief Financial Officer and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
  
 “Consolidated Net Tangible Assets” means the aggregate amount of assets (a) less applicable reserves and other
properly deductible items after deducting therefrom (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (c) all current liabilities, as reflected in the Company’s latest
consolidated balance sheet contained in the Company’s most recent annual report on Form 10-K or quarterly report on Form 10-Q filed pursuant to the Exchange Act prior to the time as of which “Consolidated Net Tangible Assets” shall be
determined. 
  

 3 








 “Corporate Trust Office” means the corporate trust office of the Trustee, which, at the time of
the execution of this Indenture is located at 10161 Centurion Parkway, Jacksonville, Florida 32256. 
  
 “Covenant Defeasance” has the meaning specified in Section 13.03. 
  
 “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy
Law. 
  
 “Default” means any event that is, or after
notice or passage of time or both would be, an Event of Default. 
  
 “Defaulted Interest” shall have the meaning set forth in Section 3.07. 
  
 “Defeasance” has the meaning specified in Section 13.02. 
  
 “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global
Securities, DTC or another clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities contemplated by Section 3.01 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 such series. 
  
 “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal
tender for the payment of public and private debts. 
  
 “DTC” means the Depository Trust Company, its nominee and their respective successors and assigns. 
  
 “Event of Default” shall have the meaning set forth in Section 5.01. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder. 
  
 “Expiration Date”
has the meaning specified in Section 1.05. 
  
 “Funded
Debt” means (a) all Indebtedness maturing one year or more from the date of the creation thereof, (b) all Indebtedness directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any instrument
or agreement relating thereto, to a date one year or more from the date of the creation thereof, and (c) all Indebtedness under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or
more. 
  
 “Global Security” means a Security that
evidences all or part of the Securities of any series that is executed by the Company and authenticated and delivered by the Trustee to a Depositary or pursuant to such Depositary’s instructions, all in accordance with this Indenture and that
bears the legend set forth in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such series of Securities). 
  

 4 








 “Holder” or “Securityholder” means a Person in whose name a Security is registered in
the Security Register. 
  
 “Indebtedness” means, with
respect to any Person on any date of determination, without duplication: 
  
 (i) the principal of and premium (if any) in respect of indebtedness of such Person for money borrowed; 
  
 (ii) the principal of and premium (if any) in respect of all obligations of such Person in the form of or evidenced by notes, debentures,
bonds or other similar instruments, including obligations incurred in connection with such Person’s acquisition of property, assets or businesses; 
  
 (iii) all Capitalized Lease Obligations of such Person; 
  
 (iv) all obligations of such Person with respect to letters of credit, bankers’ acceptances or similar
facilities issued for the account of such Person; 
  
 (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which such Person or any of its Subsidiaries have agreed to
be treated as owner of the subject property for federal income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); 
  
 (vi) all payment obligations of such Person under interest rate swap or similar agreements or foreign
currency hedge, exchange or similar agreements at the time of determination, including any such obligations incurred by such Person solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding
variable or floating rate Indebtedness of such Person; 
  
 (vii) all obligations of the type referred to in clauses (i) through (vi) above of another Person and all dividends of another Person the payment of which in either case, the Person, as to which the determination of Indebtedness is being
made, has assumed or guaranteed or for which such Person is responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise; 
  
 (viii) all amendments, modifications, renewals, extensions, refinancings, replacements and refundings by
such Person of any such Indebtedness referred to in clauses (i) through (vii) above (and of any such amendment, modified, renewed, extended, refinanced, refunded or replaced indebtedness); and 
  
 (ix) guarantees of any of the foregoing; 
  
 provided, however, that Indebtedness shall not include any indebtedness of a Subsidiary to
the Company or another Subsidiary but shall include all compensation and reimbursement obligations of the Company pursuant to Section 6.07. 
  

 5 








 “Indenture” means this Indenture, as amended or supplemented from time to time in accordance
with the terms hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, and
shall include the terms of a particular series of Securities established as contemplated in Section 3.01. 
  
 “Interest,” when used with respect to an Original Issue Discount Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity. 
  
 “Interest Payment Date,”
when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
  
 “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

  
 “Legal Holiday” shall have the meaning set forth in
Section 1.14. 
  
 “Lien” means any mortgage, lien,
pledge, charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), security interest or other encumbrance. 
  
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal or, in the case of an Original Issue Discount Security, the principal amount payable upon a declaration of acceleration pursuant to Section 5.02, becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Notice of Default” shall have the meaning set forth in Section 5.01. 
  
 “Officer” means the Chairman of the Board, any Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. 
  
 “Officers’ Certificate” means a written certificate signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the
Board, the Chief Executive Officer, the Chief Financial Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. One of the Officers signing an
Officers’ Certificate given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of the Company. 
  
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee and who may be an employee of, or counsel to,
the Company or the Trustee. 
  
 “Original Issue Discount
Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 
  

 6 








 “Outstanding,” when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
  
 (2) Securities or portions thereof for whose payment or
redemption money in the necessary amount and in the required currency or currency unit has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or any other obligor upon the Securities) in trust or set aside and
segregated in trust by the Company or any other obligor upon the Securities (if the Company or any other obligor upon the Securities shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities or portions
thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and 
  
 (4) Securities which have been paid pursuant to Section 3.06
or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
  
 provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (a) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (b) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (c) 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, (or, in the case of a Security
described in Clause (a) or (b) above, of the amount determined as provided in such Clause), and (d) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee 

  

 7 








 
knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor. 
  
 “Paying Agent” means any Person authorized
by the Company to pay the principal of or any premium or interest on any Securities of any series on behalf of the Company. 
  
 “Periodic Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, and any other terms specified as contemplated by Section 3.01 with
respect thereto, are to be determined by the Company, or one or more of the Company’s agents designated in an Officers’ Certificate, upon the issuance of such Securities. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity. 
  
 “Place of Payment,” when used with respect to the Securities of any series, means the place or places where, subject to the provisions of
Section 10.02, the principal of and any interest or premium on the Securities of that series are payable as specified as contemplated by Section 3.01. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security. 
  
 “Preferred Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. 
  
 “Principal Property” means all real and tangible personal property owned or leased by the Company or any Restricted Subsidiary constituting a
part of any manufacturing or processing plant or warehouse located within the United States, exclusive of (i) motor vehicles and other rolling stock, (ii) office furnishings and equipment, and information and electronic data processing equipment,
(iii) any property financed through the issuance of tax-exempt industrial development bonds, (iv) any real property held for development or sale, or (v) any property which in the opinion of the Board of Directors of the Company as evidenced by a
resolution of the Board of Directors of the Company is not of material importance to the total business conducted by the Company and its Restricted Subsidiaries as an entirety. 
  

 8 








 “Redemption Date” or “redemption date,” when used with respect to any Security to be
redeemed in whole or in part, shall mean the date specified for such redemption in accordance with the terms of such Security and this Indenture. 
  
 “Redemption Price” or “redemption price,” when used with respect to any Security to be redeemed in whole or in part, means the price
at which it is to be redeemed pursuant to the terms of such Security and this Indenture. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date, if any, specified for that purpose as contemplated by Section 3.01. 
  
 “Responsible Officer” means any corporate trust officer located at
the Corporate Trust Office of the Trustee including any Vice President, Assistant Vice President, Treasurer, Assistant Treasurer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject and who is charged with the administration of
this Indenture. 
  
 “Restricted Subsidiary” means any
Subsidiary of the Company (a) substantially all of whose property is located within the United States and (b) which owns a Principal Property or in which our investment exceeds 1% of the aggregate amount of assets included on the consolidated
balance sheet of the Company as of the end of the last fiscal quarter for which financial information is available. 
  
 “Sale and Leaseback Transaction” has the meaning specified in Section 10.08. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder. 
  
 “Security” or
“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Security authenticated and delivered under this Indenture. 
  
 “Securityholder” or “Holder” means a Person in whose name a Security is registered in the Security
Register. 
  
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05. 
  
 “Significant Subsidiary” means any Subsidiary of the Company that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission. 
  
 “Special Record Date” for the payment of any Defaulted Interest on
the Securities of any series means a date fixed by the Trustee pursuant to Section 3.07. 
  

 9 








 “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 an amount equal to the principal of such security or an installment of principal thereof or interest thereon is due and payable. 
  
 “Subsidiary” of any Person means (a) any corporation, association
or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2)
such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. 
  
 “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as in effect on the date of this Indenture, provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” or “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended. 
  
 “Trustee” means the party named as the “Trustee” in the
first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. If there shall be at one time more than one Trustee hereunder, “Trustee”
shall mean each such Trustee and shall apply to each such Trustee only with respect to those series of Securities with respect to which it is serving as Trustee. 
  
 “U.S. Government Obligation” has the meaning specified in Section 13.04. 
  
 “Vice President,” when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
  
 “Voting Stock” of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in the
election of directors. 
  

	SECTION 1.03.	COMPLIANCE CERTIFICATES AND OPINIONS. 

  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee (1) such
certificates and opinions as may be required under the Trust Indenture Act and (2) an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with,
and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, provided for in this Indenture, relating to the proposed action have been complied with. Each certificate or opinion required under the
Trust Indenture Act shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture. 
  

 10 








 Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or
condition provided for in this Indenture shall include: 
  
 (1) a statement that each Person making such Officers’ Certificate or Opinion of Counsel has read such covenant or condition; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based; 
  
 (3) a statement that, in the opinion of each such Person, he or she has made such examination or investigation as is necessary to enable
such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement that, in the opinion of such Person, such covenant or condition has been complied with. 
  

	SECTION 1.04.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE. 

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

	SECTION 1.05.	ACTS OF HOLDERS; RECORD DATES. 

  
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise 

  

 11 








 
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company and any agent of the Trustee and the Company, if made in
the same manner provided in this Section. 
  
 The fact and date of
the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

  
 The ownership of Securities shall be proved by the Security
Register. 
  
 Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders
of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the
next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed 

  

 12 








 
action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the
manner set forth in Sections 1.06 and 1.07. 
  
 The Trustee may,
but shall not be obligated to, set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving and making of (a) any Notice of Default, (b) any declaration of
acceleration referred to in Section 5.02, (c) any request to institute proceedings referred to in Section 5.07(2), (d) any direction referred to in Section 5.12 or (e) any waiver of past defaults referred to in Section 5.13, in each case with
respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite aggregate principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 1.06 and 1.07. 
  
 With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.07, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 90th day after the applicable record date. 
  
 Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount. 
  

	SECTION 1.06.	NOTICES TO TRUSTEE AND COMPANY. 

  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with: 
  
 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division, or if
sent by facsimile transmission, to a facsimile number provided by the Trustee, with a copy mailed, first class postage prepaid to the Trustee addressed to it as provided above; and 
  

 13 








 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer, or if sent by facsimile transmission, to a facsimile number provided to the Trustee by the Company, with a copy mailed, first class postage
prepaid, to the Company addressed to it as provided above. 
  
 The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  

	SECTION 1.07.	NOTICE TO HOLDERS; WAIVER. 

  
 Any notice or communication given to a Holder of Securities shall be mailed to such Securityholder at the Securityholder’s address as it appears on
the registration books of the Security Registrar and shall be sufficiently given if so mailed within the time prescribed for the giving of such notice. 
  
 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. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee. 
  
 If the Company mails a notice or communication to the Holders of Securities of a particular series, it shall mail a copy to the Trustee and each Security
Registrar, co-registrar or Paying Agent, as the case may be, with respect to such series. 
  
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to Holders of Securities by mail, then such notification as shall be made with the
acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. 
  

 14 









	SECTION 1.08.	CONFLICT WITH TRUST INDENTURE ACT. 

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

	SECTION 1.09.	EFFECT OF HEADINGS AND TABLE OF CONTENTS. 

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

	SECTION 1.10.	SUCCESSORS AND ASSIGNS. 

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

	SECTION 1.11.	SEPARABILITY CLAUSE. 

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

	SECTION 1.12.	BENEFITS OF INDENTURE. 

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

	SECTION 1.13.	GOVERNING LAW. 

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

	SECTION 1.14.	LEGAL HOLIDAYS. 

  
 A “Legal Holiday” is any day other than a Business Day. If any specified date (including an Interest Payment Date, Redemption Date or Stated
Maturity of any Security, or a date for giving notice) is a Legal Holiday at any Place of Payment or place for giving notice, then (notwithstanding any other provision of this Indenture or of the Securities other than a provision in the Securities
of any series which specifically states that such provision shall apply in lieu of this Section) payment of interest or principal or premium, if any, need not be made at such Place of Payment, or such other action need not be taken, on such date,
but the payment or action shall be taken on the next succeeding day that is not a Legal Holiday at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption 

  

 15 








 
Date, or at the Stated Maturity or such other date and to the extent applicable, no Original Issue Discount or interest, if any, shall accrue for the
intervening period. 
  

	SECTION 1.15.	NO RECOURSE AGAINST OTHERS. 

  
 No director, officer, employee, incorporator or shareholder of the Company, as such, shall have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability to the extent permitted by
applicable law. The waiver and release are part of the consideration for issuance of the Securities. 
  
 ARTICLE TWO 
  
 SECURITY FORMS 
  

	SECTION 2.01.	FORMS GENERALLY. 

  
 The Securities of each series shall be in substantially such form (including global form) as set forth in this Article or in such other form as shall be
established by delivery to the Trustee of an Officers’ Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by
this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law, with the rules of any securities
exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities. The Officers’ Certificate so establishing the form of Security, if any, of any series shall be
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. 
  

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other
manner, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities. 
  

	SECTION 2.02.	FORM OF FACE OF SECURITY. 

  
 [if the security is a Global Security, insert the legend required by Section 2.04] 
  
 ALBEMARLE CORPORATION 
 [insert title of security] 
  

					
	 No.                    
	  	 	  	CUSIP NO.            
			
	 	  	 	  	ISIN NO.            
			
	 	  	 	  	$                        

  
 [, if the Security is a Global
Security, insert —, as revised by the Schedule of Increases and Decreases in Global Security attached hereto] 
  

 16 








 Albemarle Corporation, a corporation duly organized and existing under the laws of the Commonwealth of
Virginia (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                            , or registered assigns, the principal sum of
                                        
Dollars [, if the Security is a Global Security, insert —, as revised by the Schedule of Increases and Decreases in Global Security attached hereto,] on
                             [if the Security is to bear interest prior to Maturity, insert — and
to pay interest thereon from
                                        
             or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
                             and
                                        
         in each year, commencing
                            , at the rate of
                                 per annum, until the principal hereof is paid or
made available for payment [if applicable, insert —, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of     % per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]]. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for (except for Defaulted Interest), on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the         
or         (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date even if Securities are cancelled, repurchased or redeemed after the Regular Record Date and on
or before the Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture]. 
  
 [If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a Default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of
                            % per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not
paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is
paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] 
  
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in
                                        ,
in such coin or currency of the United States of America as at the 

  

 17 








 
time of payment is legal tender for payment of public and private debts [if applicable, insert — ; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. [, if the Security is a Global Security, insert – Payments in respect of Securities
represented by a Global Security (including principal, premium, if any, and interest) will be made by the transfer of immediately available funds to the accounts specified by [DTC or —insert name of Depositary designated pursuant to Section
3.01] or any successor depository.] 
  
 Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 In Witness Whereof, the Company has caused this instrument to be duly executed. 
  
 Dated: 
  

			
	 Albemarle Corporation

		
	 By:
	 	 


  

	SECTION 2.03.	FORM OF REVERSE OF SECURITY. 

  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of                     , 20     (herein called the “Indenture”,
which term shall have the meaning assigned to it in such instrument), between the Company and
                                , as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if
applicable, insert —, limited in aggregate principal amount to $                    ]. 
  
 [If applicable, insert — The Securities of this series are subject to
redemption prior to the Stated Maturity upon not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert — (1) on
                                 in any year commencing with the year
                             and ending with the year
                             through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after                     ,
20    ], as a whole or in part, at the 

  

 18 








 
election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on
or before                             ,
            , and if redeemed] during the 12-month period beginning
                             of the years indicated, 
  

							
	 YEAR

	 	 REDEMPTION
 PRICE

	 	 YEAR

	 	 REDEMPTION
 PRICE



  
 and thereafter at a Redemption Price
equal to                            % of the principal amount, together in the case of any such
redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture]. 
  
 [If applicable, insert — The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days’ notice by mail, (1) on                             
             in any year commencing with the year              and ending with the year
             through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after
                            ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                             of the years indicated, 
  

					
	 YEAR

	 	 REDEMPTION PRICE
 FOR REDEMPTION
 THROUGH OPERATION
 OF THE SINKING FUND

	 	 REDEMPTION PRICE FOR
 REDEMPTION
 OTHERWISE
 THAN THROUGH
 OPERATION
 OF THE SINKING FUND



  
 and thereafter at a Redemption Price
equal to                             % of the principal amount, together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] 
  
 [If applicable, insert — Notwithstanding the foregoing, the Company may
not, prior to                             , redeem any Securities of this series as contemplated by
[if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an 

  

 19 








 
interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than
            % per annum]. 
  
 [If applicable, insert — The sinking fund for this series provides for the redemption on
                             in each year beginning with the year
                             and ending with the year
                             of [if applicable, insert — not less than
$                                 (“mandatory sinking fund”) and not
more than] $                                 aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert —
mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order in which they become due].] 
  
 [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 
  
 [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] 
  

[If the Security is convertible into Common Stock or Preferred Stock of the Company, specify the conversion features.] 
  
 [If the Security is not an Original Issue Discount Security, insert — If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 
  
 [If the Security is an Original Issue Discount Security, insert — If an
Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such
amount shall be equal to — insert formula for determining the amount. Upon payment (a) of the amount of principal so declared due and payable and (b) of interest on any overdue principal, premium and interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company’s obligations on the Securities of this series shall terminate.] 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification or waiver of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of more than 50% in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the 

  

 20 








 
Holders of all Securities of such series, to waive compliance with certain provisions of the Indenture and certain past Defaults (other than with respect to
nonpayment or in respect of a provision that cannot be amended without the written consent of each Holder affected) under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

  
 [If the Security is an Original Issue Discount Security,
— In determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is
present at a meeting of Holders of Securities, the principal amount of any 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 the acceleration of the Maturity thereof.] 
  
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee satisfactory indemnity, and the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt
of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein. 
  
 No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed. 
  
 As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the
Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. 
  

 21 








 The Securities of this series are issuable only in registered form without coupons in denominations of
$                     and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 The Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York. 
  
 All terms
used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  

	SECTION 2.04.	FORM OF LEGEND FOR GLOBAL SECURITIES. 

  
 Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form: 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED OR TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
                     OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO
                     OR TO SUCH 

  

 22 








 
OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,                     , HAS AN INTEREST HEREIN. 
  

	SECTION 2.05.	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. 

  
 Subject to Section 6.14, the Trustee’s certificates of authentication shall be in substantially the following form: 
  
 This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture. 
  
 [Name of Trustee], 

As Trustee 
  

			
		
	By	 	 
	 	 	Authorized Signatory


  
 ARTICLE THREE

  
 THE SECURITIES 
  

	SECTION 3.01.	AMOUNT UNLIMITED; ISSUABLE IN SERIES. 

  
 The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture shall be unlimited. 
  
 The Securities may be issued in one or more series. There shall be
established, in or pursuant to a Board Resolution, and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series: 
  
 (1) the title of
the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 
  
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities
which, pursuant to Section 3.03, are deemed 

  

 23 








 
never to have been authenticated and delivered hereunder) and whether that series may be reopened for additional Securities of that series; in the event that
such series of Securities may be reopened from time to time for issuance of additional Securities of such series, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such
series or whether the Company may establish additional or different terms with respect to such additional Securities; 
  
 (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
  
 (4) the date or dates on which the principal or installments of principal of any Securities of the series is payable or the method of
determination thereof and any rights to extend such date or dates; 
  
 (5) the rate or rates at which any Securities of the series shall bear interest, if any, or the method if any by which such rate or rates are to be determined, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; 
  
 (6) the place or places where, subject to the provisions of Section 10.02, the principal of and any interest
and premium on Securities of the series shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served; 
  
 (7) the period or periods within which, or the method, if any, by which such period or periods are to be determined, the price or prices at which, or the method, if any, by which such price or prices are to be
determined, and the terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company, and if other than by a Company Order, the manner in which any election by the Company to redeem the
Securities shall be evidenced; 
  
 (8) the
obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, the conditions, if any, giving rise to such obligation, and the
period or periods within which, or the method, if any, by which such period or periods are to be determined, the price or prices at which or the method, if any, by which such price or 

  

 24 








 
prices are to be determined and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, and any
provisions for the remarketing of such Securities; 
  
 (9) the denominations in which any Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; 
  
 (10) if the amount of payments of principal of or any interest or premium on any Securities of the series is
to be determined with reference to an index, formula or other method, the manner in which such amounts shall be determined and the calculation agent, if any, with respect thereto; 
  
 (11) if other than the currency of the United States of America, the currency, currencies, or currency units
in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the
definition of “Outstanding” in Section 1.02; 
  
 (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such
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 periods within which and the terms and
conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 
  
 (13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 
  
 (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable
upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

  
 (15) if applicable, that the Securities of
the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.02 or 

  

 25 








 
Section 13.03 or both such Sections and, if other than by a Company Order, the manner in which any election by the Company to defease such Securities shall
be evidenced; 
  
 (16) if applicable, that any
Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case and if other than DTC, the respective Depositaries for such Global Securities, the form of any legend or legends which
shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Section 3.05 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 or its nominee for such Global Security or a nominee thereof; 
  
 (17) any addition to or change in the Events of Default
which applies to any Securities of the series and 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 5.02; 
  
 (18) if other than as defined in Section 1.02, the meaning
of “Business Day” when used with respect to any Securities of the series; 
  
 (19) if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security
of such series or otherwise), or any installment of principal of or any interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form
and terms of such certificates, documents or conditions; 
  
 (20) the terms of any right to convert, exercise or exchange Securities of the series into shares of Common Stock or Preferred Stock of the Company; 
  
 (21) the listing, if any, of the Securities of the series on any securities exchange; 
  
 (22) any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series; 
  
 (23) the location where the Security Register will be maintained and the location of the office maintained in accordance with Section 10.02; and 
  
 (24) any other terms, covenants or features of the series (which terms, covenants and features shall not be inconsistent with the
provisions 

  

 26 








 
of this Indenture or the requirements of the Trust Indenture Act, except as permitted by Section 9.01(5)). 
  
 All Securities of any one series shall be substantially identical except as
to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in an Officers’
Certificate pursuant to this Section 3.01 or in any indenture supplemental hereto; provided, however, that a different CUSIP number shall be obtained for Securities of any one series that are not identical (except as to denomination). All Securities
of any one series need not be issued at the same time, unless otherwise provided pursuant to Section 3.01. 
  
 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. With respect to Securities of a series subject to a
Periodic Offering, such Board Resolution or Officers’ Certificate or supplemental indenture may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the Company, or one or more of the Company’s agents designated in an Officers’ Certificate, in accordance with other procedures specified in a Company Order as
contemplated by the third paragraph of Section 3.03. 
  

	SECTION 3.02.	DENOMINATIONS. 

  
 Unless otherwise provided in the applicable Officers’ Certificate or supplemental indenture contemplated by Section 3.01, the Securities of each
series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
  

	SECTION 3.03.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING. 

  
 The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its Chief Executive Officer, its
President, one of its Vice Presidents, its Chief Financial Officer or its Treasurer or any Assistant Treasurer. The signature of any such officer on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at
the date of such Securities. 
  
 At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and
the Trustee in accordance with such Company Order shall authenticate and 

  

 27 








 
deliver such Securities; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, (1) such Company Order may be
delivered by the Company to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (2) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an
aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order and
(3) the rate or rates of interest, if any, the Stated Maturity or Maturities, the original issue date or dates, the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to
such procedures. 
  
 If the forms or terms of the Securities of
the series have been established in or pursuant to one or more Officers’ Certificates as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: 
  
 (1) that the form and terms of such Securities have been duly authorized by the Company and established in
conformity with the provisions of this Indenture; and 
  
 (2) that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any condition specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity
principles; 
  
 provided, however, that, with respect to Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the Opinion of Counsel above may state: 

 
 (x) that the forms of such Securities have been, and the
terms of such Securities (when established in accordance with such procedures as may be specified from time to time in a Company Order all as contemplated by and in accordance with a Board Resolution or an Officers’ Certificate pursuant to
Section 3.01, as the case may be) will have been, duly authorized by the Company and established in conformity with the provisions of this Indenture; and 
  
 (y) that such Securities when (i) executed by the Company, (ii) completed, authenticated and delivered by the Trustee in accordance with
this Indenture, and (iii) issued and delivered by the Company and paid for in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations 

  

 28 








 
of the Company enforceable in accordance with their terms, subject to customary exceptions. 
  
 With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the
authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to Sections 2.01 and 3.01
and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series unless and until it has received written notification that such opinion or other documents have been superseded or revoked. In
connection with the authentication and delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any governmental agency or commission having jurisdiction over the Company. 
  
 Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are subject to a Periodic Offering, it shall
not be necessary to deliver the Board Resolution and Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are delivered at or prior to the authentication of the first Security of such series to be issued. 
  
 Each Security shall be dated the date of its authentication. 
  
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the form set forth in Section 2.05. 
  
 Each Depositary designated for a Global Security in registered form must, at
the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
  
 Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits
of this Indenture. 
  

	SECTION 3.04.	TEMPORARY SECURITIES. 

  
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary 

  

 29 








 
Securities which are printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced, in any authorized denomination, substantially of
the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of
such Securities. Any such temporary Securities may be in global form, representing such of the Outstanding Securities of such series as shall be specified therein. 
  
 If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and (in accordance
with a Company Order delivered at or prior to the authentication of the first definitive Security of such series) the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount. 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 and tenor.

  
 Any temporary Global Security and any permanent Global
Security shall, unless otherwise provided therein, be delivered to DTC or another Depositary designated pursuant to Section 3.01. 
  

	SECTION 3.05.	REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. 

  
 The Company shall cause to be kept at an office in New York City designated by the Trustee, a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security at the office or
agency of the Company designated pursuant to Section 10.02 for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations of a like Stated Maturity and of a like series and aggregate principal amount and tenor. 
  
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized denomination or
denominations, of a like Stated Maturity and of a like series and aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered 

  

 30 








 
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive. 
  
 All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

  
 Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 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 Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. 
  
 No service charge shall be made for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, 9.06 or 11.07 not involving any transfer. 
  
 The
Company may but shall not be required (a) to issue, register the transfer of or exchange Securities of any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
  
 The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities: 
  
 (1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security
for all purposes of this Indenture. 
  
 (2)
Notwithstanding any other provision of this Section or Sections 3.03 and 3.04, unless and until it is exchanged in whole or in part for Securities in definitive 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 for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to 

  

 31 








 
a successor Depositary for such series or a nominee of such successor Depositary. 
  
 (3) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or
in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (a) such Depositary has notified
the Company that it is unwilling, unable to continue as Depositary for such Global Security or has ceased to be a clearing agency registered under the Exchange Act and the Company has not appointed a successor within 90 days after such notification,
(b) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable, subject to such Depositary’s procedures, (c) there shall have occurred and be continuing an Event of Default with respect
to such Global Security or (d) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. 
  
 (4) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 

 
 (5) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06, or 11.07 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 
  


	SECTION 3.06.	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. 

  
 If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction,
loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or 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 of a like Stated Maturity, bearing a number not contemporaneously Outstanding. 
  

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 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 Securities under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all
benefits of this Indenture equally and proportionately with any and all other Securities of that series. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities. 
  

	SECTION 3.07.	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. 

  
 Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest
payment. 
  
 Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of that series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 3.01) for the Securities of such series equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit 

  

 33 








 
prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of that series at his or her address as it appears in the Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of that series (or their
respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
  
 (2) The Company may make payment of any Defaulted Interest on the Securities of any particular series in any
other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  

	SECTION 3.08.	PERSONS DEEMED OWNERS. 

  
 Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (except as otherwise specified as contemplated by Section 3.01 and subject to Section 3.05 and
Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

  
 No holder of any beneficial interest in any Global Security
held directly or indirectly on its behalf by a Depositary (or its nominee) shall have any rights under this Indenture with respect to such Global Security or any Security represented thereby, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the 

  

 34 








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

	SECTION 3.09.	CANCELLATION. 

  
 All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any sinking fund payment, shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and all Securities so delivered shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever (including Securities received by the Company in exchange or payment for other Securities of the Company) and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered to the Trustee shall be promptly canceled by the Trustee. The
Company may not reissue, or issue new Securities to replace, Securities it has paid for or delivered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and the Trustee shall deliver a certificate of such disposition to
the Company upon receipt of a request therefor. 
  

	SECTION 3.10.	COMPUTATION OF INTEREST. 

  
 Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of any series shall be computed on
the basis of a 360-day year of twelve 30-day months. 
  

	SECTION 3.11.	CUSIP AND ISIN NUMBERS. 

  
 The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers or both numbers (if then generally in use), and, if so, the
Trustee shall use such “CUSIP” or “ISIN” numbers or both numbers in notices of redemption as a convenience 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 of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers. 
  

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 ARTICLE FOUR 
  
 SATISFACTION AND DISCHARGE 
  

	SECTION 4.01.	SATISFACTION AND DISCHARGE OF INDENTURE. 

  
 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 
  
 (1) either 
  
 (a) all Securities of that series theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of that 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 10.03) have been delivered to the Trustee for cancellation; or 
  
 (b) all such Securities of that series not theretofore
delivered to the Trustee for cancellation 
  
 (i) have become due and payable, or 
  
 (ii) will become due and payable at their Stated Maturity within one year, or 
  
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, 
  
 and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee, as trust funds in trust for the purpose, Cash, U.S. Government Obligations,
or a combination thereof, in an amount sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities of that series not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case of Securities of that series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
  
 (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company relating to that series of Securities; 
  

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 (3) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; 

 
 (4) the Company has deposited irrevocable instructions to
the Trustee to apply the deposited money toward the payment of such Securities of that series at Maturity or the Redemption Date, as the case may be; and 
  
 (5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series of Securities have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Sections 6.07 and 13.05, the
obligations of the Company to any Authenticating Agent under Section 6.14 and, if Cash, U.S. Government Obligations, or a combination thereof, shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive. 
  

	SECTION 4.02.	APPLICATION OF TRUST MONEY. 

  
 Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with, or received by, the Trustee. 
  
 ARTICLE FIVE 
  
 REMEDIES 
  

	SECTION 5.01.	EVENTS OF DEFAULT. 

  
 “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events and such other events
as may be established with respect to the Securities of such series as contemplated by Section 3.01 (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
  
 (1) Default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
Default for a period of 30 days; 
  

 37 








 (2) Default in the payment of principal of or any premium on any Security of that series
at its Maturity; 
  
 (3) Default in the deposit
of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such Default for a period of 30 days; 
  
 (4) failure by the Company to comply with its obligations under Article Eight; 
  
 (5) Default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture or the Securities (other than a covenant or warranty whose performance or breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the
benefit of Securities other than that series), and continuance of such Default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such Default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; 
  
 (6) the Company or any Significant
Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment
of which is guaranteed by the Company or any of its Significant Subsidiaries), other than Indebtedness owed to the Company or a Significant Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of this
Indenture, which default: 
  
 (a) is caused by a
failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness (“payment default”); or 
  
 (b) results in the cross-acceleration of such Indebtedness
prior to its maturity (the “cross acceleration provision”); 
  
 and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates
$40 million or more; 
  

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 (7) the Company or a Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law: 
  
 (a) commences a voluntary
case or proceeding; 
  
 (b) consents to the entry
of a judgment, decree or order for relief against it in an involuntary case or proceeding; 
  
 (c) consents to the appointment of a Custodian of it or for any substantial part of its property; 
  
 (d) makes a general assignment for the benefit of its
creditors; 
  
 (e) consents to or acquiesces in
the institution of a bankruptcy or an insolvency proceeding against it; 
  
 (f) takes any corporate action to authorize or effect any of the foregoing; or 
  
 (g) takes any comparable action under any foreign laws relating to insolvency; 
  
 (8) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: 
  
 (a) is
for relief in an involuntary case against the Company or a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law; 
  
 (b) appoints a Custodian for all or substantially all of the property of the Company or a Significant Subsidiary; or 
  
 (c) orders the winding up or liquidation of the Company or a
Significant Subsidiary; and 
  
 (d) in each case
the order, decree or relief remains unstayed and in effect for 60 days; or 
  
 (9) any other Event of Default provided with respect to Securities of that series. 
  

	SECTION 5.02.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. 

  
 If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.01(7) or
5.01(8) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series by notice to the Company and the Trustee, may declare the principal
amount of (or, if any of the Securities of that series are 

  

 39 








 
Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) all the Securities of
that series to be immediately due and payable. Upon such a declaration, such principal (or portion thereof) together with accrued interest and all other amounts owing hereunder, shall be due and payable immediately. If an Event of Default specified
in Section 5.01(7) or 5.01(8) occurs, the principal amount (or portion thereof) and accrued interest of all the Securities of each series then outstanding shall become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Securityholders. 
  
 At any time after
such a declaration of acceleration with respect to Outstanding Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
  
 (1) the Company has paid or deposited with the Trustee in
the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) a sum sufficient to pay: 
  
 (a) all overdue interest on all Securities of that series,

  
 (b) the principal of (and premium, if any,
on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  
 (c) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 
  
 (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and 
  
 (2) all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section
5.13. 
  
 No such rescission shall affect any subsequent Default or impair any
right consequent thereon. 
  
 The Trustee shall have no
obligations or liability for failure to act in connection with any Event of Default not actually known to a Responsible Officer. 
  

 40 








  

	SECTION 5.03.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. 

  
 The Company covenants that if: 
  
 (1) Default is made in the payment of any interest on any Security when such interest becomes due and payable and such Default continues
for a period of 30 days, or 
  
 (2) Default is
made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 
  
 then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and
interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such right, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

	SECTION 5.04.	TRUSTEE MAY FILE PROOFS OF CLAIM. 

  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relating to the Company or any other obligor upon the Securities, or the property of the Company or of such other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. 
  
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such 

  

 41 








 
proceeding; provided, however, that 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’ or other similar committee. 
  

	SECTION 5.05.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. 

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

	SECTION 5.06.	APPLICATION OF MONEY COLLECTED. 

  
 Any money collected by the Trustee pursuant to this Article with respect to the Securities of a series shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: 
  
 First: To the payment of all
amounts due the Trustee under Section 6.07; 
  
 Second: To the
payment of the amounts then due and unpaid for principal of any premium and interest on the Securities in respect of which or for the benefit of which such money had been collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal, and any premium and interest, respectively; and 
  
 Third: The balance, if any, to the Company. 
  

	SECTION 5.07.	LIMITATION ON SUITS. 

  
 No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
  
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
series; 
  
 (2) the Holders of not less than 25%
in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  

 42 








 (3) such Holder or Holders have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; 
  
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders of Securities of that series. 
  

	SECTION 5.08.	RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. 

  
 Notwithstanding any other provision of this Indenture, the right, which is absolute and unconditional, of any Holder of any Security to receive payment of
the principal of and (subject to Section 3.07) interest and premium, if any, on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) held by such Holder, on or after
the respective due dates expressed in the Securities or any Redemption Date, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected adversely without the consent of each such
Holder. 
  

	SECTION 5.09.	RESTORATION OF RIGHTS AND REMEDIES. 

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

	SECTION 5.10.	RIGHTS AND REMEDIES CUMULATIVE. 

  
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted 

  

 43 








 
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

	SECTION 5.11.	DELAY OR OMISSION NOT WAIVER. 

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

	SECTION 5.12.	CONTROL BY HOLDERS. 

  
 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 the Securities of such series, provided that: 
  
 (1) such direction shall not be in conflict with any rule of
law or with this Indenture, and 
  
 (2) the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 
  

	SECTION 5.13.	WAIVER OF PAST DEFAULTS. 

  
 The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series that would be affected by such a default
(voting as one class) may, on behalf of the Holders of all the Securities of such series, waive any past Default hereunder with respect to such series and its consequences, except a Default: 
  
 (1) in the payment of the principal of or any premium or
interest on any Security of such series, or 
  
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 
  
 Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

 44 








  

	SECTION 5.14.	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
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,
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. This Section 5.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07 or
5.08 or a suit by Holders of more than l0% in aggregate principal amount of the Outstanding Securities of any series. 
  

	SECTION 5.15.	STAY, EXTENSION AND USURY LAWS. 

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

	SECTION 6.01.	CERTAIN DUTIES AND RESPONSIBILITIES. 

  
 The duties and responsibilities of the Trustee shall be as provided by this Indenture and the Trust Indenture Act. 
  
 (a) Except during the continuance of an Event of Default with respect to the
Securities of any series, 
  
 (1) 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 
  
 (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture,
but not to verify the contents thereof. 
  

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 (b) In case an Event of Default with respect to the Securities of any series has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs. 
  
 (c) No provision of this Indenture
shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 
  
 (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

  
 (2) 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; 
  
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the Securities of that series; and 
  
 (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability
is not reasonably assured to it. 
  
 (d) Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee (when serving in such capacity or in the capacity of Paying Agent, Security Registrar, or any other
capacity under this Indenture) shall be subject to the provisions of this Section. 
  

	SECTION 6.02.	NOTICE OF DEFAULTS. 

  
 Within 90 days after the occurrence of any Default or Event of Default hereunder with respect to the Securities of any series, the Trustee shall transmit
by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such Default or Event of Default hereunder known to a Responsible Officer of the Trustee, unless such Default or Event of
Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking
fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust 

  

 46 








 
committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the
Holders of Securities of such series. 
  

	SECTION 6.03.	CERTAIN RIGHTS OF TRUSTEE. 

  
 Subject to the provisions of Section 6.01: 
  
 (1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties; 
  
 (2) any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution; 
  
 (3) whenever in the
administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate and an Opinion of Counsel; 
  
 (4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
  
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 
  
 (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, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 
  

 47 








 (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) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this Indenture; 
  
 (9) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of
its capacities hereunder, and each officer, director and employee of the Trustee and any agent, custodian and other Person employed by the Trustee to act hereunder; 
  
 (10) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names
of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any
person specified as so authorized in any such certificate previously delivered and not superseded; 
  
 (11) the permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as a duty or obligation; and

  
 (12) the Trustee shall not be required to
give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. 
  

	SECTION 6.04.	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. 

  
 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  

 48 








  

	SECTION 6.05.	MAY HOLD SECURITIES. 

  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not such Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent. 
  

	SECTION 6.06.	MONEY HELD IN TRUST. 

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

	SECTION 6.07.	COMPENSATION AND REIMBURSEMENT. 

  
 The Company agrees: 
  
 (1) to pay to the Trustee from time to time compensation for all services rendered by it hereunder as shall be agreed upon in writing by
the Trustee and the Company (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel); and 
  
 (3) to indemnify, defend and hold the Trustee and any
predecessor Trustee (and their officers, directors, employees and agents) harmless for and against, any and all loss, liability, damages, claim or expense, including taxes (other than taxes based upon, measured by or determined by the income of the
Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
  
 The Company need not reimburse any expense, disbursement or advance, or indemnify, defend or hold the Trustee or predecessor Trustee (or their officers,
directors, employees or agents) harmless for and against any loss, liability, damages, claims or expenses incurred by the Trustee, to the extent such expense, disbursement, advance, loss, liability, damages, claims or expenses was proven to have
been caused by the Trustee’s negligence or bad faith. 
  

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 The foregoing provisions shall be applicable to the Trustee when serving in its capacity as Trustee and
when serving as Paying Agent, Security Registrar or in any other capacity under this Indenture. 
  
 The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 6.07, except with respect to 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 5.01(7) or 5.01(8), such expenses
(including the reasonable fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 This section shall survive the discharge of the Indenture and the resignation or removal of the Trustee. 
  

	SECTION 6.08.	CONFLICTING INTERESTS. 

  
 If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series, nor shall it be subject to disqualification if the Company has sustained the burden of proving, upon application to the Commission and
after opportunity for hearing thereon, that the conflicting interest in question is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee
from acting hereunder. 
  

	SECTION 6.09.	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. 

  
 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person files reports of condition
at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  

 50 









	SECTION 6.10.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 

  
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
  
 The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the
expense of the Company for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
  
 If at any time: 
  
 (1) the Trustee shall fail to comply with Section 6.08, or 
  
 (2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
  
 (3) the Trustee shall become incapable of acting or shall be
adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, 
  
 then, in any such case, (a) the Company by a Company Order may
remove the Trustee with respect to all Securities, or (b) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. If an instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series. 
  
 If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Company Order, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within 

  

 51 








 
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series
shall have not been appointed by the Company pursuant to Section 6.10, then a successor Trustee may be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series. 
  
 The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.07.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
  

	SECTION 6.11.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. 

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

  

 52 








 
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates. 
  
 Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be. 
  
 No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 
  

	SECTION 6.12.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. 

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

	SECTION 6.13.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. 

  
 If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided
therein. 
  

	SECTION 6.14.	APPOINTMENT OF AUTHENTICATING AGENT. 

  
 At any time when any of the Securities of any series remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue, and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.06, and Securities 

  

 53 








 
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by federal, state or District of Columbia authority. If such Authenticating Agent files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
  
 Any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent. 
  
 An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
  
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 
  

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 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of
such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 
  
 This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 
  

			
	 [Name of Trustee],

	 As Trustee

		
	By:	 	 
	 	 	 As Authenticating Agent

		
	By:	 	 
	 	 	 Authorized Signatory



  
 ARTICLE SEVEN

  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  

	SECTION 7.01.	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. 

  
 If the Trustee is not acting as Security Registrar for the Securities of any series and to the extent otherwise required by the Trust Indenture Act, the
Company will furnish or cause to be furnished to the Trustee in writing: 
  
 (1) at least five Business Days before each Interest Payment Date for each series of Securities (or, if there is no Interest Payment Date relating to a series of Securities, semi-annually, not later than January 15
and July 15 in each year), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such dates, and 
  
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the
Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished. 
  
 The Company shall otherwise comply with Section 312(a) of the Trust Indenture Act. 
  

	SECTION 7.02.	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. 

  
 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its 

  

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capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so
furnished. 
  
 The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
  
 Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture
Act. 
  

	SECTION 7.03.	REPORTS BY TRUSTEE. 

  
 The Trustee shall transmit to Holders within 60 days of May 15 of each year such reports concerning the Trustee and its actions under this Indenture as
may be required and in the manner specified in the Trust Indenture Act with respect to the 12-month period ending on May 14 of such year. 
  
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities
are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 
  

	SECTION 7.04.	REPORTS BY COMPANY. 

  
 The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission; or, if the Company is not required to file information, documents or reports pursuant to either
of said Sections, then it will file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the information, documents and other reports, and such summaries thereof,
which may be required pursuant to Section 13 of the Exchange Act in respect of which a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. 
  
 Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
  

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 ARTICLE EIGHT 
  
 CONSOLIDATION, MERGER AND SALE OF ASSETS 
  

	SECTION 8.01.	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. 

  
 The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all its properties and
assets to any Person, unless: 
  
 (1) either (a)
the Company shall be the continuing corporation or (b) the Person (if other than the Company) (the “Successor Corporation”) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance,
transfer or lease all or substantially all of the properties and assets of the Company (i) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and (ii) shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; 
  
 (2) immediately after giving effect to such transaction (and
treating any Indebtedness that becomes an obligation of the Successor Corporation or any Subsidiary of the Successor Corporation as a result of such transaction as having been incurred by the Successor Corporation or such Subsidiary at the time of
such transaction), no Default or Event of Default exists; 
  
 (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Restricted Subsidiary would become subject to a Lien which would not be
permitted by this Indenture, the Company or such successor Person, as the case may be, will comply with Section 10.07; and 
  
 (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Indenture and that all conditions precedent herein provided for
relating to such transaction have been satisfied. 
  
 For purposes
of this Section 8.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company
instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the 

  

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Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
  

	SECTION 8.02.	SUCCESSOR SUBSTITUTED. 

  
 The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter except in the case of a lease
of all or substantially all of its properties and assets, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. 
  
 ARTICLE NINE 
  
 SUPPLEMENTAL INDENTURES 
  

	SECTION 9.01.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. 

  
 Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, when requested by or pursuant to a
Company Request, at any time and from time to time, may amend this Indenture or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the obligations of the Company herein and in the Securities; or 
  
 (2) to add to the covenants of the Company and the Restricted Subsidiaries, as applicable, for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company; or 
  
 (3) to add any
additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or 
  
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal,
and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 
  

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 (5) to add to, change or eliminate any of the provisions of this Indenture in respect of
one or more series of Securities, provided that any such addition, change or elimination (a) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (b) shall become effective only when there is no such Security Outstanding; or 
  
 (6) to secure the Securities pursuant to the requirements of Section 10.07 or otherwise; or 
  
 (7) to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01; or 
  
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or 
  
 (9) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;
or 
  
 (10) to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this
Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. 
  
 After an amendment or supplement under this Section becomes effective, the Company shall mail to the Securityholders of the series affected thereby a
notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders of such series, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

  

	SECTION 9.02.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. 

  
 With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all series affected by such supplemental indenture (each series voting together as one class), by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee, when requested by a Company Request, may enter into an indenture or indentures supplemental hereto or amend this Indenture for the purpose of adding any 

  

 59 








 
provisions to or changing in any manner or eliminating any of the provisions of this Indenture and, subject to Section 5.13, any past default or compliance
with any provisions of this Indenture with respect to a particular series of Securities may be waived with the written consent of the Holders of a majority in principal amount of the Outstanding Securities (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of such series (such series voting as a single class). However, no such supplemental indenture, amendment or waiver shall, without the consent of the
Holder of each Outstanding Security affected thereby, 
  
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof,
or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment, on or after the Redemption Date or any repayment date); or 
  
 (2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture; or 
  
 (3) impair any right (if provided for in Section 3.01) of a Holder to exchange or convert Securities for or
into other securities; or 
  
 (4) add any
provisions providing for the subordination of the Securities; or 
  
 (5) modify any of the provisions of this Section, Section 5.13 or Section 9.01, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 9.01, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). 
  
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or
more particular 

  

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series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, waiver or supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of a particular series of Securities given in connection with a tender or
exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. 
  
 After an amendment or supplement under this Section becomes effective, the Company shall mail to the Securityholders of the series affected thereby a
notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders of such series, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

  

	SECTION 9.03.	EXECUTION OF SUPPLEMENTAL INDENTURES. 

  
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel and Officer’s Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, privileges, protections, benefits or immunities
under this Indenture or otherwise. 
  

	SECTION 9.04.	EFFECT OF SUPPLEMENTAL INDENTURES. 

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

	SECTION 9.05.	CONFORMITY WITH TRUST INDENTURE ACT. 

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

	SECTION 9.06.	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. 

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

  

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may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

 

	SECTION 9.07.	REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. 

  
 A consent to an amendment, supplement or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion
of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. Any such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder’s Security or portion of the Security if the Trustee receives a written notice of revocation before the date the amendment, supplement or waiver becomes effective or otherwise in accordance with any related solicitation documents. After
an amendment, supplement or waiver becomes effective, it shall bind every Securityholder unless it makes a change described in any of clauses (1) through (5) of Section 9.02, in which case the amendment, supplement, waiver or other action shall bind
each Securityholder who has consented to it and every subsequent Securityholder that evidences the same debt as the consenting Holder’s Securities. An amendment, supplement or waiver shall become effective upon receipt by the Trustee of the
requisite number of written consents under Section 9.02. 
  
 The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described in Section 9.02 above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give
such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date.

  
 ARTICLE TEN 
  
 COVENANTS 
  

	SECTION 10.01.	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. 

  
 The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. In the absence of contrary provisions with respect to the Securities of any series, interest on the Securities of any series
may, at the option of the Company, be paid by check mailed to the address of the Person entitled thereto as it appears on the Security Register. An installment of principal of or interest on the Securities shall be considered paid on the date it is
due if the Trustee or a Paying Agent (other than the Company or an Affiliate of the Company) holds on that date immediately available funds designated for and sufficient to pay such installment. To the extent lawful, and if so provided for with
respect to a particular series of Securities, the Company shall pay interest on overdue principal at the rate specified therefor in the Securities, 

  

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and it shall pay interest on overdue installments of interest at the rate per annum borne by the applicable series of Securities. 
  

	SECTION 10.02.	MAINTENANCE OF OFFICE OR AGENCY. 

  
 As long as any of the Securities of a series remain Outstanding, the Company will maintain in each Place of Payment for such series an office or agency
where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. An office in New York City designated by the Trustee
shall be such office or agency of the Company, unless the Company shall designate and maintain some additional office or agency for one or more of such purposes. If at any time the Company shall fail to maintain any such required office or agency in
respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the address of the Trustee
set forth in Section 1.06, and the Company hereby appoints the Trustee as its agent to receive all such notices and demands. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in
accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 
  

	SECTION 10.03.	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. 

  
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
  
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee in writing of its action or failure so to act. 
  
 The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (a) 

  

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comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the continuance of any Default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment
in respect of the Securities of that series. 
  
 The Company may
at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
  
 Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company upon receipt of a Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, if any such money
represents the principal of, premium, if any, or interest payable with respect to Securities that are in bearer form or that are registered to bearer, the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

	SECTION 10.04.	COMPLIANCE CERTIFICATE. 

  
 The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’
Certificate, one of the signatures of which shall be that of the Company’s principal executive, financial or accounting officer, stating that in the course of the performance by the signers of their duties as Officers of the Company they would
normally have knowledge of any Default or Event of Default and whether or not, to the best knowledge of the signers thereof, the Company is in Default in the performance and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided hereunder) or there is an Event of Default and, if the Company shall be in Default or there is an Event of Default, specifying all such Defaults and Events of Default and the
nature and status thereof. 
  

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	SECTION 10.05.	CORPORATE EXISTENCE. 

  
 Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence in accordance with its organizational documents (as the same may be amended from time to time), rights (charter and statutory), licenses and franchises; provided, however, that the Company shall not be required to preserve any such right,
license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is
not, and will not be, disadvantageous in any material respect to the Holders. 
  

	SECTION 10.06.	PAYMENT OF TAXES AND OTHER CLAIMS. 

  
 The Company will or will cause a Restricted Subsidiary to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a)
all taxes, assessments and governmental charges levied or imposed upon the Company or any Restricted Subsidiary or upon the income, profits or property of the Company or any Restricted Subsidiary, and (b) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the Company or any Restricted Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being
maintained in accordance with generally accepted accounting principles in the United States of America or if the Company shall determine that the failure to pay would not have a material adverse effect on the Company and its subsidiaries taken as a
whole. 
  

	SECTION 10.07.	LIMITATIONS ON LIENS. 

  
 The Company shall not, and shall not permit any Restricted Subsidiary to, incur, issue, assume or guarantee any Indebtedness secured by any Lien upon any
Principal Property or shares of Capital Stock or Indebtedness of any Restricted Subsidiaries, without making, or causing such Restricted Subsidiary to contemporaneously make, effective provision whereby the Securities then Outstanding and having the
benefit of this Section shall be secured by the Lien equally and ratably with such Indebtedness for so long as such Indebtedness shall be so secured, except that the foregoing shall not prevent the Company or any Restricted Subsidiary from creating,
assuming or suffering to exist any Lien existing at the date of this Indenture or Liens of the following character: 
  
 (1) any Lien existing on any Principal Property owned or leased by a corporation at the time it becomes a Restricted Subsidiary;

  
 (2) any Lien existing on any Principal
Property at the time of the acquisition thereof by the Company or a Restricted Subsidiary, which Lien was not incurred in anticipation of such acquisition and was outstanding prior to such acquisition; 
  

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 (3) any Lien to secure any Indebtedness incurred prior to, at the time of, or within 12
months after the acquisition of any Principal Property for the purpose of financing all or any part of the purchase price thereof and any Lien to the extent that it secures Indebtedness which is in excess of such purchase price and for the payment
of which recourse may be had only against such Principal Property; 
  
 (4) any Lien to secure any Indebtedness incurred prior to, at the time of, or within 12 months after the completion of the construction and commencement of commercial operation, alteration, repair or improvement of
any Principal Property for the purpose of financing all or any part of the cost thereof and any Lien to the extent that it secures Indebtedness which is in excess of such cost and for the payment of which recourse may be had only against such
Principal Property; 
  
 (5) any Lien in favor of
the Company or any Restricted Subsidiary; 
  
 (6)
any Lien in favor of the United States of America or any state thereof or any other country, or any agency, instrumentality or political subdivision or any of the foregoing, to secure partial, progress, advance or other payments or performance
pursuant to the provisions of any contract or statute, or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Lien; 

 
 (7) Liens imposed by law, such as mechanics’,
workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (federal, state or municipal) Liens arising out of contracts
for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; 
  
 (8) pledges or deposits under workmen’s compensation laws or similar legislation and Liens of judgments thereunder which are not
currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory
obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions,
social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or deposits in litigation or other
proceedings such as, but not limited to, interpleader proceedings; 
  

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 (9) Liens created by or resulting from any litigation or other proceeding which is being
contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an
appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary
is a party; 
  
 (10) Liens for taxes or
assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; 
  
 (11) Liens consisting of easements, rights-of-way, zoning
restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ liens and other similar liens and encumbrances none of which interfere materially with the use of the property covered
thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties; 
  
 (12) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (11) above, so long as the principal amount of the Indebtedness secured thereby does not exceed the principal amount of Indebtedness so
secured at the time of the extension, renewal or replacement (except that, where an additional principal amount of Indebtedness is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related
financing costs, may be secured by the Lien as well) and the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (plus improvements on the property). 
  
 Notwithstanding the foregoing provisions of this Section 10.07, the Company and any one or more Restricted Subsidiaries may
issue, assume or guarantee Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions if at the time the Company or any Restricted Subsidiary does so (the “Incurrence Time”) the aggregate amount of such
Indebtedness plus all other Indebtedness of the Company and its Restricted Subsidiaries secured by a Lien which would otherwise be subject to the foregoing restrictions (not including Indebtedness permitted to be secured under the foregoing
restrictions), plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by Section 10.08) entered into after the date hereof and in existence
at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with Section 10.08) does not exceed 15% of the Company’s Consolidated Net Tangible Assets.

  

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	SECTION 10.08.	RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. 

  
 The Company will not itself, and it will not permit any Restricted Subsidiary to, enter into any arrangement including any bank, insurance company or
other lender or investor (not including the Company or any Affiliate) or to which any such lender or investor is a party, providing for the leasing by the Company or a Restricted Subsidiary for a period, including renewals, in excess of three years
of any Principal Property which has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security
of such Principal Property (herein referred to as a “Sale and Leaseback Transaction”) unless either: 
  
 (1) the Company or such Restricted Subsidiary would, at the time of entering into such arrangement, be entitled, without equally and
ratably securing the Securities of each series then Outstanding, to incur, issue, assume or guarantee Indebtedness secured by a Lien on such property, pursuant to paragraphs (1) to (13), inclusive, of Section 10.07; or 
  
 (2) the Company, within 180 days after the sale or transfer
shall have been made by the Company or by a Restricted Subsidiary, applies an amount equal to the greater of (a) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (b) the fair market value of
the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by: the Chairman or a Vice Chairman of the Board of the Company, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary) to the retirement of Funded Debt of the Company; 
  
 Notwithstanding the foregoing, the Company and its Restricted Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction which would
otherwise be prohibited by this Section 10.08, provided, that either (1) such transaction involves the transfer of property to a governmental body, authority or corporation, such as a development authority, is entered into primarily for the purpose
of obtaining economic incentives and does not involve a third-party lender or investor, or (2) at the time of such transaction, after giving effect thereto, the sum of (i) the aggregate amount of the Attributable Debt in respect of all Sale and
Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this paragraph plus (ii) the aggregate amount of outstanding debt secured by Liens in reliance on the last paragraph of Section 10.07
does not at such time exceed 15% of the Consolidated Net Tangible Assets of the Company. 
  
 A Sale and Leaseback Transaction shall not be deemed to result in the creation of a Lien. 
  

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 ARTICLE ELEVEN 
  
 REDEMPTION OF SECURITIES 
  

	SECTION 11.01.	APPLICABILITY OF ARTICLE. 

  
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for such Securities) in accordance with this Article. 
  

	SECTION 11.02.	ELECTION TO REDEEM; NOTICE TO TRUSTEE. 

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

	SECTION 11.03.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. 

  
 If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, pro rata or by lot or by such other method as the
Trustee in its sole discretion shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) and which may provide for the selection for redemption of a portion of the principal amount of any Security of such
series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such
series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The selection, by the Trustee, of the Securities to be redeemed shall be conclusive and binding and the Trustee
shall incur no liability in connection with such selection. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

  

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 The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting
only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security. 
  
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed. 
  
 Notwithstanding anything else contained in this Section 11.03, the selection of Securities, or portions thereof, that are represented by a Global Security or that are held by or on behalf of a Depositary, in the case
of any partial redemption, shall also be made in accordance with the applicable rules and procedures of such Depositary and neither the Trustee nor the Company shall have any liability or responsibility with respect thereto. 
  

	SECTION 11.04.	NOTICE OF REDEMPTION. 

  
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the Holder’s address appearing in the Security Register. 
  
 All notices of redemption shall identify the Securities being redeemed (including the CUSIP or ISIN number) and state: 
  
 (1) the Redemption Date, 
  
 (2) the Redemption Price, 
  
 (3) if less than all the Outstanding Securities of any
series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the
Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, 
  
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date, 
  
 (5) the place or places where each such Security is to be surrendered for payment of the Redemption Price and accrued interest, if any,

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

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 (7) the name and address of the Paying Agent, 
  
 (8) that Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price, and 
  
 (9) that no representation is made as to the accuracy or correctness of the CUSIP and/or ISIN numbers listed in such notice or printed on the Securities. 
  
 In addition, unless otherwise specified in accordance with Section 3.01, such notice may state that (1) the redemption will
be conditional upon the Trustee or the Paying Agent receiving sufficient funds to pay the principal, premium, if any, and interest on the Securities subject to redemption on the Redemption Date and (2) if the Trustee or the Paying Agent does not
receive those funds, the redemption notice will not apply, and the Company will not be required to redeem the Securities subject to redemption. 
  
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable. 
  

	SECTION 11.05.	DEPOSIT OF REDEMPTION PRICE. 

  
 On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption that are beneficially owned by the Company and have been delivered by the Company to the Trustee for cancellation.

  

	SECTION 11.06.	SECURITIES PAYABLE ON REDEMPTION DATE. 

  
 Notice of redemption having been given as aforesaid, the Securities or portions of Securities so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the only right of the Holders thereof will be to receive payment of the redemption price and, subject to the next sentence, unpaid interest on such Securities to the Redemption Date. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 3.07. 
  

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

	SECTION 11.07.	SECURITIES REDEEMED IN PART. 

  
 Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; provided, however, that if a Global Security is so surrendered, such new Security so issued shall be a new Global Security in a denomination
equal to the unredeemed portion of the principal of the Global Security so surrendered. 
  
 ARTICLE TWELVE 
  
 SINKING FUNDS

  

	SECTION 12.01.	APPLICABILITY OF ARTICLE. 

  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 3.01 for Securities of such series. 
  
 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of the Securities of such series. 
  

	SECTION 12.02.	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. 

  
 The Company (a) may deliver Outstanding Securities of a series with the same issue date, interest rate and Stated Maturity (other than any previously
called for redemption), and (b) may apply as a credit Securities of a series with the same issue date, interest rate and Stated Maturity which have been redeemed either at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of such series with
the same issue date, interest rate and Stated Maturity; provided that such Securities have not been previously so 

  

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credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
  

	SECTION 12.03.	REDEMPTION OF SECURITIES FOR SINKING FUND. 

  
 Not less than 35 days (or such shorter period as shall be acceptable to the Trustee) prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date, the Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 11.03 and the Trustee shall cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 

 
 ARTICLE THIRTEEN 
  
 DEFEASANCE AND COVENANT DEFEASANCE 
  

	SECTION 13.01.	COMPANY’S RIGHT WITH RESPECT TO DEFEASANCE OR COVENANT DEFEASANCE. 

  
 The Company will have the right, at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities, as the case
may be (other than Securities of a series designated pursuant to Section 3.01 as not being defeasible pursuant to Section 13.02 or 13.03), upon compliance with the conditions set forth below in this Article. Any request under this Article shall be
evidenced by a Company Order or in another manner specified as contemplated by Section 3.01 for such Securities. 
  

	SECTION 13.02.	DEFEASANCE AND DISCHARGE. 

  
 Upon the Company’s exercise of its right to have this Section applied to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For
this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all 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 proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, (i) payments in respect of the principal of and any premium and interest on the 

  

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Outstanding Securities on the Stated Maturity of such principal or installment of principal of and any premium or interest and (ii) the benefit of any
mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series, (b) the Company’s obligations with respect to
such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder including the duty of the Trustee to authenticate Securities of such series issued on registration of
transfer or exchange and the Company’s obligation in connection therewith, and (d) this Article. Subject to compliance with this Article, the Company may exercise its option to have this Section applied to any Securities notwithstanding the
prior exercise of its option to have Section 13.03 applied to such securities. 
  

	SECTION 13.03.	COVENANT DEFEASANCE. 

  
 Upon the Company’s exercise of its right to have this Section applied to any Securities or any series of Securities, as the case may be, (a) the
Company shall be released from its obligations under Section 8.01(3), Sections 10.07 and 10.08, and any covenants provided pursuant to Sections 3.01(22), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (b) the occurrence of
any event specified in Sections 5.01(4) (with respect to Section 8.01(3)) or 5.01(5) (with respect to Sections 10.07 and 10.08, and any such covenants provided pursuant to Sections 3.01(22), 9.01(2) or 9.01(7)) shall be deemed not to be or result in
an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such
Covenant Defeasance means that, with respect to such 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 specified Section (to the extent so specified in
the case of Sections 5.01(4) and 5.01(5)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected thereby. 
  

	SECTION 13.04.	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. 

  
 The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may
be: 
  
 (1) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee 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, (a) Cash in
an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide (without reinvestment), not later than one day before the due date of any
payment, money in an amount, or (c) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee to pay and discharge, 

  

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the principal of and any premium and interest on such Securities on the respective Stated Maturities or Redemption Date, in accordance with the terms of this
Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the timely payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified and held, 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 depositary
receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
  
 (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities,
as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this instrument,
there has been a change in the applicable Federal income tax law, in either case (a) or (b) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize income gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur. 
  
 (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Securities will not recognize income gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 
  

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 (4) Such provision would not cause any Outstanding Securities if then listed on any
securities exchange, to be delisted as a result of such deposit. 
  
 (5) No Default or Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit) or, with regard to any such event specified in Sections 5.01(7) and 5.01(8), on the later of (a) the 91st day after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 91st day) or (b) the day ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit. 
  
 (6) Such Defeasance or Covenant Defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 
  
 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a
Default under, any other agreement or instrument to which the Company is a party or by which it is bound. 
  
 (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. 
  
 (9) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
  

	SECTION 13.05.	DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS. 

  
 Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 13.04 in respect of any Securities 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 such Paying Agent (including 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 any premium and
interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 
  

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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section 13.04 or the principal and 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 Outstanding
Securities. 
  
 Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any Cash or U.S. Government Obligations held by it as provided in Section 13.04 with respect to any Securities 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 the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 
  

	SECTION 13.06.	REINSTATEMENT. 

  
 If the Trustee or the Paying Agent is unable to apply any Cash or U.S. Government Obligations in accordance with this Article with respect to any
Securities by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all such Cash or U.S. Government Obligations held in trust pursuant to Section 13.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the Cash or U.S.
Government Obligations so held in trust by the Trustee or the Paying Agent. 
  

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

					
	 ALBEMARLE CORPORATION

		
	 By:
	 	/s/ Paul F. Rocheleau
	 	 	 Name:
	 	 Paul F. Rocheleau

	 	 	 Title:
	 	Senior Vice President and Chief
Financial Officer


  

					
	 THE BANK OF NEW YORK, as Trustee

		
	 By:
	 	/s/ William Cardozo
	 	 	Name:	 	 William Cardozo

	 	 	 Title:
	 	Agent


  

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