Indenture dated as of May 8, 2003



 
EXHIBIT 4.1

 

 
WMC FINANCE (USA) LIMITED 
A.B.N. 061 718 198 
 
Issuer

 
AND 
 
WMC RESOURCES LTD 
A.B.N. 76 004 184 598 
 
Guarantor 
 
TO 
 
THE BANK OF NEW YORK 
 
Trustee 
 

 
Indenture 
 
Dated as of May 8, 2003 
 

 

 







 
TABLE OF
CONTENTS 
 
 
 

	 	  	 	  	 Page


	 RECITALS OF THE COMPANY
	  	 
	
	 RECITALS OF THE GUARANTOR
	  	 
	
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
	  	 1

	
	 SECTION 101.
	  	 Definitions
	  	 1

	 	  	 Act
	  	 2

	 	  	 Additional Amounts
	  	 2

	 	  	 Affiliate
	  	 2

	 	  	 Attributable Debt
	  	 2

	 	  	 Australia
	  	 2

	 	  	 Authenticating Agent
	  	 2

	 	  	 Authorized Agent
	  	 2

	 	  	 Authorized Officer
	  	 2

	 	  	 Board of Directors
	  	 2

	 	  	 Board Resolution
	  	 2

	 	  	 Business Day
	  	 2

	 	  	 Commission
	  	 2

	 	  	 Company
	  	 3

	 	  	 Company Request
	  	 3

	 	  	 Company Order
	  	 3

	 	  	 Corporate Trust Office
	  	 3

	 	  	 corporation
	  	 3

	 	  	 Covenant Defeasance
	  	 3

	 	  	 Debt
	  	 3

	 	  	 Defaulted Interest
	  	 3

	 	  	 Default Series
	  	 3

	 	  	 Defeasance
	  	 3

	 	  	 Defeasible Series
	  	 3

	 	  	 Depositary
	  	 3

	 	  	 Director
	  	 3

	 	  	 Dollar Equivalent
	  	 3

	 	  	 Dollars and the sign $
	  	 3

	 	  	 Eligible Obligations
	  	 3

	 	  	 Encumbrancer
	  	 4

	 	  	 Event of Default
	  	 4

	 	  	 Exchange Act
	  	 4

	 	  	 Exempted Debt
	  	 4

	 	  	 Expiration Date
	  	 4

	 	  	 External Administrator
	  	 4

	 	  	 Global Security
	  	 4

	 	  	 Guarantee
	  	 4

	 	  	 Guarantor
	  	 4










	 	  	 Holder
	  	 4

	 	  	 Indenture
	  	 4

	 	  	 interest
	  	 4

	 	  	 Interest Payment Date
	  	 4

	 	  	 Investment Company Act
	  	 4

	 	  	 Liens
	  	 4

	 	  	 Mandatory sinking fund payment date
	  	 4

	 	  	 Maturity
	  	 5

	 	  	 Net Tangible Assets
	  	 5

	 	  	 Notice of Default
	  	 5

	 	  	 Officers’ Certificate
	  	 5

	 	  	 Opinion of Counsel
	  	 5

	 	  	 Original Issue Discount Security
	  	 5

	 	  	 Outstanding
	  	 5

	 	  	 Parent Guarantor
	  	 6

	 	  	 Paying Agent
	  	 6

	 	  	 Permitted Liens
	  	 6

	 	  	 Permitted Sale and Leaseback Transaction
	  	 6

	 	  	 Person
	  	 6

	 	  	 Place of Payment
	  	 6

	 	  	 Predecessor Security
	  	 6

	 	  	 Principal Property
	  	 6

	 	  	 Property
	  	 6

	 	  	 Redemption Date
	  	 6

	 	  	 Redemption Price
	  	 7

	 	  	 Regular Record Date
	  	 7

	 	  	 Responsible Officer
	  	 7

	 	  	 Restricted Subsidiary
	  	 7

	 	  	 Sale and leaseback transaction
	  	 7

	 	  	 Securities
	  	 7

	 	  	 Securities Act
	  	 7

	 	  	 Security Register
	  	 7

	 	  	 Special Record Date
	  	 7

	 	  	 Stated Maturity
	  	 7

	 	  	 Subsidiary
	  	 7

	 	  	 Succession Date
	  	 7

	 	  	 Trust Indenture Act
	  	 7

	 	  	 Trustee
	  	 7

	 	  	 U.S. Government Obligation
	  	 8

	 	  	 Vice President
	  	 8

	
	 SECTION 102.
	  	 Compliance Certificates and Opinions
	  	 8

	 SECTION 103.
	  	 Form of Documents Delivered to Trustee
	  	 9

	 SECTION 104.
	  	 Acts of Holders; Record Dates
	  	 9

	 SECTION 105.
	  	 Notices, Etc., to Trustee, Company and Guarantor
	  	 11

	 SECTION 106.
	  	 Notice to Holders; Waiver
	  	 11

	 SECTION 107.
	  	 Conflict with Trust Indenture Act
	  	 12

	 SECTION 108.
	  	 Effect of Headings and Table of Contents
	  	 12

	 SECTION 109.
	  	 Successors and Assigns
	  	 12

	 SECTION 110.
	  	 Separability Clause
	  	 12


 

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	 SECTION 111.
	  	 Benefits of Indenture
	  	 12

	 SECTION 112.
	  	 Governing Law
	  	 12

	 SECTION 113.
	  	 Submission to Jurisdiction; Appointment of Agent for Service of
Process
	  	 12

	 SECTION 114.
	  	 Legal Holidays
	  	 13

	
	 ARTICLE TWO SECURITY FORMS
	  	 13

	
	 SECTION 201.
	  	 Forms Generally
	  	 13

	 SECTION 202.
	  	 Form of Face of Security
	  	 15

	 SECTION 203.
	  	 Form of Reverse of Security
	  	 17

	 SECTION 204.
	  	 Form of Notation of Guarantee
	  	 20

	 SECTION 205.
	  	 Form of Legend for Global Securities
	  	 21

	 SECTION 206.
	  	 Form of Trustee’s Certificate of Authentication
	  	 21

	
	 ARTICLE THREE THE SECURITIES
	  	 23

	
	 SECTION 301.
	  	 Amount Unlimited; Issuable in Series
	  	 23

	 SECTION 302.
	  	 Denominations
	  	 25

	 SECTION 303.
	  	 Execution, Authentication, Delivery and Dating
	  	 25

	 SECTION 304.
	  	 Temporary Securities
	  	 27

	 SECTION 305.
	  	 Registration, Registration of Transfer and Exchange
	  	 27

	 SECTION 306.
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 29

	 SECTION 307.
	  	 Payment of Interest; Interest Rights Preserved
	  	 30

	 SECTION 308.
	  	 Persons Deemed Owners
	  	 31

	 SECTION 309.
	  	 Cancellation
	  	 31

	 SECTION 310.
	  	 Computation of Interest
	  	 32

	 SECTION 311.
	  	 Cusip Numbers
	  	 32

	
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	 32

	
	 SECTION 401.
	  	 Satisfaction and Discharge of Indenture
	  	 32

	 SECTION 402.
	  	 Application of Trust Money
	  	 33

	
	 ARTICLE FIVE REMEDIES
	  	 33

	
	 SECTION 501.
	  	 Events of Default
	  	 33

	 SECTION 502.
	  	 Acceleration of Maturity; Rescission and Annulment
	  	 35

	 SECTION 503.
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 36

	 SECTION 504.
	  	 Trustee May File Proofs of Claim
	  	 37

	 SECTION 505.
	  	 Trustee May Enforce Claims Without Possession of Securities
	  	 37

	 SECTION 506.
	  	 Application of Money Collected
	  	 37

	 SECTION 507.
	  	 Limitation on Suits
	  	 38

	 SECTION 508.
	  	 Unconditional Right of Holders to Receive Principal, Premium and
Interest
	  	 38

	 SECTION 509.
	  	 Restoration of Rights and Remedies
	  	 38

	 SECTION 510.
	  	 Rights and Remedies Cumulative
	  	 39

	 SECTION 511.
	  	 Delay or Omission Not Waiver
	  	 39

	 SECTION 512.
	  	 Control by Holders
	  	 39


 

3 









	 SECTION 513.
	  	 Waiver of Past Defaults
	  	 39

	 SECTION 514.
	  	 Undertaking for Costs
	  	 40

	 SECTION 515.
	  	 Waiver of Usury, Stay or Extension Laws
	  	 40

	
	 ARTICLE SIX THE TRUSTEE
	  	 40

	
	 SECTION 601.
	  	 Certain Duties and Responsibilities
	  	 40

	 SECTION 602.
	  	 Notice of Defaults
	  	 41

	 SECTION 603.
	  	 Certain Rights of Trustee
	  	 41

	 SECTION 604.
	  	 Not Responsible for Recitals or Issuance of Securities
	  	 43

	 SECTION 605.
	  	 May Hold Securities
	  	 43

	 SECTION 606.
	  	 Money Held in Trust
	  	 43

	 SECTION 607.
	  	 Compensation and Reimbursement
	  	 43

	 SECTION 608.
	  	 Conflicting Interests
	  	 44

	 SECTION 609.
	  	 Corporate Trustee Required; Eligibility
	  	 44

	 SECTION 610.
	  	 Resignation and Removal; Appointment of Successor
	  	 45

	 SECTION 611.
	  	 Acceptance of Appointment by Successor
	  	 46

	 SECTION 612.
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	 47

	 SECTION 613.
	  	 Preferential Collection of Claims Against Company or Guarantor
	  	 47

	 SECTION 614.
	  	 Appointment of Authenticating Agent
	  	 47

	
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY AND
GUARANTOR
	  	 49

	
	 SECTION 701.
	  	 Company to Furnish Trustee Names and Addresses of Holders
	  	 49

	 SECTION 702.
	  	 Preservation of Information; Communications to Holders
	  	 49

	 SECTION 703.
	  	 Reports by Trustee
	  	 50

	 SECTION 704.
	  	 Reports by Company and the Guarantor
	  	 50

	 SECTION 705.
	  	 Calculation of Original Issue Discount
	  	 50

	
	 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE
	  	 51

	
	 SECTION 801.
	  	 Company or Guarantor May Consolidate, Etc., Only on Certain Terms
	  	 51

	 SECTION 802.
	  	 Successor Substituted
	  	 52

	 SECTION 803.
	  	 Assumption by a Guarantor or Subsidiary of Company’s Obligations
	  	 52

	
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	 53

	
	 SECTION 901.
	  	 Supplemental Indentures Without Consent of Holders
	  	 53

	 SECTION 902.
	  	 Supplemental Indentures With Consent of Holders
	  	 54

	 SECTION 903.
	  	 Execution of Supplemental Indentures
	  	 55

	 SECTION 904.
	  	 Effect of Supplemental Indentures
	  	 55

	 SECTION 905.
	  	 Conformity with Trust Indenture Act
	  	 55

	 SECTION 906.
	  	 Reference in Securities to Supplemental Indentures
	  	 55


 

4 









	 ARTICLE TEN COVENANTS
	  	 56

	
	 SECTION 1001.
	  	 Payment of Principal, Premium and Interest
	  	 56

	 SECTION 1002.
	  	 Maintenance of Office or Agency
	  	 56

	 SECTION 1003.
	  	 Money for Securities Payments to Be Held in Trust
	  	 57

	 SECTION 1004.
	  	 Statement by Officers as to Default
	  	 58

	 SECTION 1005.
	  	 Existence
	  	 58

	 SECTION 1006.
	  	 Payment of Taxes and Other Claims
	  	 58

	 SECTION 1007.
	  	 Additional Amounts
	  	 58

	 SECTION 1008.
	  	 Limitation on Liens
	  	 61

	 SECTION 1009.
	  	 	  	 63

	 SECTION 1010.
	  	 Waiver of Certain Covenants
	  	 64

	
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	 64

	
	 SECTION 1101.
	  	 Applicability of Article
	  	 64

	 SECTION 1102.
	  	 Election to Redeem; Notice to Trustee
	  	 64

	 SECTION 1103.
	  	 Selection by Trustee of Securities to Be Redeemed
	  	 64

	 SECTION 1104.
	  	 Notice of Redemption
	  	 65

	 SECTION 1105.
	  	 Deposit of Redemption Price
	  	 65

	 SECTION 1106.
	  	 Securities Payable on Redemption Date
	  	 66

	 SECTION 1107.
	  	 Securities Redeemed in Part
	  	 66

	 SECTION 1108.
	  	 Optional Redemption Due to Changes in Tax Treatment
	  	 66

	
	 ARTICLE TWELVE SINKING FUNDS
	  	 68

	
	 SECTION 1201.
	  	 Applicability of Article
	  	 68

	 SECTION 1202.
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	 68

	 SECTION 1203.
	  	 Redemption of Securities for Sinking Fund
	  	 68

	
	 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE
	  	 69

	
	 SECTION 1301.
	  	 Option to Effect Defeasance or Covenant Defeasance
	  	 69

	 SECTION 1302.
	  	 Defeasance and Discharge
	  	 69

	 SECTION 1303.
	  	 Covenant Defeasance
	  	 69

	 SECTION 1304.
	  	 Conditions to Defeasance or Covenant Defeasance
	  	 70

	 SECTION 1305.
	  	 Deposited Money and Eligible Obligations to Be Held in Trust; Miscellaneous
Provisions
	  	 71

	 SECTION 1306.
	  	 Reinstatement
	  	 72

	
	 ARTICLE FOURTEEN GUARANTEE OF SECURITIES
	  	 72

	
	 SECTION 1401.
	  	 Guarantee
	  	 72

	 SECTION 1402.
	  	 Execution of Guarantee
	  	 73


 

5 








 
Certain
Sections of this Indenture relating to Sections 310 through 318, 
inclusive, of the Trust Indenture Act of 1939:

 

	 Trust Indenture
Act Section

	  	 	  	 Indenture
 Section


	 § 310
	  	 (a)(1)
	  	 609

	 	  	 (a)(2)
	  	 609

	 	  	 (a)(3)
	  	 Not Applicable

	 	  	 (a)(4)
	  	 Not Applicable

	 	  	 (a)(5)
	  	 609

	 	  	 (b)
	  	 608

	 	  	 	  	 610

	 § 311
	  	 (a)
	  	 613

	 	  	 (b)
	  	 613

	 § 312
	  	 (a)
	  	 701

	 	  	 	  	 702

	 	  	 (b)
	  	 702

	 	  	 (c)
	  	 702

	 § 313
	  	 (a)
	  	 703

	 	  	 (b)
	  	 703

	 	  	 (c)
	  	 703

	 	  	 (d)
	  	 703

	 § 314
	  	 (a)
	  	 704

	 	  	 (a)(4)
	  	 102

	 	  	 	  	 1004

	 	  	 (b)
	  	 Not Applicable

	 	  	 (c)(1)
	  	 102

	 	  	 (c)(2)
	  	 102

	 	  	 (c)(3)
	  	 Not Applicable

	 	  	 (d)
	  	 Not Applicable

	 	  	 (e)
	  	 102

	 § 315
	  	 (a)
	  	 601

	 	  	 (b)
	  	 602

	 	  	 (c)
	  	 601

	 	  	 (d)
	  	 601

	 	  	 (e)
	  	 514

	 § 316
	  	 (a)
	  	 101

	 	  	 (a)(1)(A)
	  	 502

	 	  	 (a)(1)(B)
	  	 512

	 	  	 (a)(2)
	  	 513

	 	  	 (b)
	  	 Not Applicable

	 	  	 (c)
	  	 508

	 	  	 	  	 104

	 § 317
	  	 (a)(1)
	  	 503

	 	  	 (a)(2)
	  	 504

	 	  	 (b)
	  	 1003

	 § 318
	  	 (a)
	  	 107



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







 
INDENTURE,
dated as of May 8, 2003, among WMC FINANCE (USA) LIMITED (A.B.N. 061 718 198), a corporation duly organized and existing under the laws of the Commonwealth of Australia (herein called the “Company”), as Issuer, having its principal office
at 60 City Road, Southbank, Victoria, 3006, Australia, WMC RESOURCES LTD (A.B.N. 76 004 184 598), a corporation duly organized and existing under the laws of the Commonwealth of Australia, as Guarantor (herein called the “Guarantor”),
having its principal office at 60 City Road, Southbank, Victoria, 3006, Australia, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the
“Trustee”). 
 
Recitals of the Company

 
The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called 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. 
 
Recitals of the Guarantor 
 
The Guarantor has duly authorized the execution and delivery of this Indenture to provide for the Guarantee of the Securities provided for herein. 
 
All things necessary to make this Indenture a valid agreement
of the Guarantor, in accordance with its terms, have been done. 
 
Now, Therefore, This Indenture Witnesseth: 
 
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

 
ARTICLE ONE 
 
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 
SECTION 101. Definitions.

 
For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires: 
 
(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
 
(2) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein; 
 
(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in Australia, and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with 

 

1 









respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of
such computation; 
 
(4) unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and 
 
(5) the words “herein”, “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 
“Act”, when used with respect to any Holder, has the meaning specified in Section 104. 
 
“Additional Amounts” has the meaning specified in
Section 1007. 
 
“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 
“Attributable Debt” has the meaning specified in Section 1008. 
 
“Australia” means the Commonwealth of Australia. 
 
“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on
behalf of the Trustee to authenticate Securities of one or more series. 
 
“Authorized Agent” has the meaning specified in Section 113. 
 
“Authorized Officer” means any person (whether designated by name or the persons for the time being holding a designated office) appointed by or pursuant to a Board Resolution for the
purpose, or a particular purpose, of this Indenture, provided that written notice of such appointment shall have been given to the Trustee. 
 
“Board of Directors” means either the board of directors of the Company, or the Guarantor, as the case may be, or any duly
authorized committee of that board. 
 
“Board
Resolution” when used with reference to the Company or the Guarantor means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as applicable, 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”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
 
“Commission” means the United States Securities and Exchange Commission, from time to time constituted, created under the
Exchange Act, or, if at any time after the execution of this instrument such 

 

2 








 
Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

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

 
 “Company Request” or “Company Order” means a written
request or order signed in the name of the Company or the Guarantor by any of its Directors and/or Authorized Officers, and delivered to the Trustee. 
  
 “Corporate Trust Office” means the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York at which at any
particular time its corporate trust business shall be administered. 
  
 “corporation” means a corporation, association, company, joint-stock company or business trust. 
  
 “Covenant Defeasance” has the meaning specified in Section 1303. 
  
 “Debt” has the meaning specified in Section 1008. 
  
 “Defaulted Interest” has the meaning specified in Section 307. 
  
 “Default Series” has the meaning specified in Section 1301.

  
 “Defeasance” has the meaning specified in Section
1302. 
  
 “Defeasible Series” has the meaning specified
in Section 1301. 
  
 “Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

  
 “Director” means any member of the Board of
Directors. 
  
 “Dollar Equivalent” of any amount means,
at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in any other currency, the equivalent of such amount in Dollars determined by using the mid-range rate of exchange quoted
by The Wall Street Journal (Asia Edition) for such other currency under its “Exchange Rates” column on the Business Day preceding the date of determination and (c) if such amount is denominated in any other currency whose exchange
rate is not so published, the equivalent of such amount in Dollars as determined by the Trustee, using any method of determination it reasonably deems appropriate. 
  
 “Dollars” and the sign “$” each mean the lawful money of the United States of America. 
  
 “Eligible Obligations” means (a) with respect to Securities
denominated in Dollars, U.S. Government Obligations and (b) with respect to Securities denominated in a currency unit or in a currency other than Dollars, such other obligations or instruments as shall be specified with respect to such Securities,
as contemplated by Section 301. 
  

 3 








 
“Encumbrancer” has the meaning specified in Section 501. 
 
“Event of Default” has the meaning specified in Section 501. 
 
“Exchange Act” means the United States Securities Exchange Act of 1934 and any statute successor thereto, in each case as
amended from time to time. 
 
“Exempted
Debt” has the meaning specified in Section 1008. 
 
“Expiration Date” has the meaning specified in Section 104. 
 
“External Administrator” has the meaning specified in Section 501. 
 
“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 205 (or such legend as may be specified as contemplated by Section 301 for such Securities). 
 
“Guarantee” means the guarantee by the Guarantor of any Security of any series authenticated and delivered pursuant to this
Indenture either (i) if specified, as contemplated by Section 301, to be applicable to Securities of such series and not endorsed on such Securities pursuant to Article Fourteen hereof, or (ii) in all other cases, endorsed on such Security.

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

 
“Holder” means a Person in whose name
a Security is registered in the Security Register. 
 
“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof,
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, respectively. The term
“Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 
 
“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 instalment of interest on such Security. 
 
“Investment Company Act” means the United States Investment Company Act of 1940 and any statute
successor thereto, in each case as amended from time to time. 
 
“Liens” has the meaning specified in Section 1008. 
 
“Mandatory sinking fund payment date” has the meaning specified in Section 1201. 
 

4 








 
“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an instalment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise. 
 
“Net Tangible Assets” means all of the assets of the Guarantor and its Subsidiaries (except goodwill, trademarks, patents, trade names and all other intangible assets (other than acquired mineral rights)) less
balance sheet reserves for future obligations, current liabilities and minority interests, if any, in any assets of the Guarantor’s Subsidiaries, all as shown in the most recent consolidated financial statements of the Guarantor prepared on a
consolidated basis in accordance with Australian generally accepted accounting principles for purposes of filing with the Commission. 
 
“Notice of Default” means a written notice of the kind specified in Section 501(4) or 501(5). 
 
“Officers’ Certificate” means a certificate
signed by two individuals, one of whom must be any Director or Authorized Officer or by any Director and the other of whom must be any Authorized Officer or Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee.

 
“Opinion of Counsel” means a written
opinion of counsel, who may be counsel for the Company or the Guarantor, and who shall be acceptable to 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 502. 
 
“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 cancelled by the Trustee or delivered to the Trustee for cancellation; 
 
(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or the Guarantor) in trust or set aside and segregated in trust by the Company or the Guarantor (if the Company or the Guarantor shall act as its own Paying Agent) for the Holders of such
Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 
(3) Securities as to which Defeasance has
been effected pursuant to Section 1302; and 
 
(4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
 
provided, however, that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities have given, 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


 

5 









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 502, (B) if the principal amount of a Security payable at Maturity is to be determined by reference to an index or indices, the principal amount of such Security
that shall be deemed to be Outstanding shall be the face amount thereof, (C) 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 301, (D) 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
Dollar Equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) , (B) or (C) above, of the amount determined as
provided in such Clause), and (E) Securities owned by the Company or the Guarantor or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor 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
actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or the Guarantor or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor or of such other obligor. 
 
“Parent Guarantor” has the meaning specified in
Section 1008. 
 
“Paying Agent” means any
Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. 
 
“Permitted Liens” has the meaning specified in Section 1008. 
 
“Permitted Sale and Leaseback Transaction” has the meaning specified in Section 1009. 
 
“Person” means any individual, corporation,
partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 
“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
 
“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 
“Principal Property” has the meaning specified in Section 1008. 
 
“Property” has the meaning specified in Section 1008. 
 
“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture. 
 

6 








 
“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 
“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of
any series means the date specified for that purpose as contemplated by Section 301. 
 
“Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any trust officer or
assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
 
“Restricted Subsidiary” has the meaning specified in Section 1008. 
 
“Sale and leaseback transaction” has the meaning
specified in Section 1009. 
 
“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
 
“Securities Act” means the United States Securities
Act of 1933 and any statute successor thereto, in each case as amended from time to time. 
 
“Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
 
“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 307. 
 
“Stated
Maturity”, when used with respect to any Security or any instalment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such instalment of principal or
interest is due and payable. 
 
“Subsidiary” of any Person means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person
and one or more other Subsidiaries of such Person. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency. 
 
“Succession Date” has the meaning specified in Section 1108. 
 
“Trust Indenture Act” means the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 
“Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and 

 

7 









thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one
such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
 
“U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the
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 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) any 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. 
 
“Vice President”, when used with respect to 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”. 
 
SECTION 102. Compliance Certificates and Opinions. 
 
Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any
provision of this Indenture, the Company or the Guarantor shall furnish to the Trustee such certificates and opinions as may be required hereunder or under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers’ Certificate, if to be given by an officer of the Company or the Guarantor, 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. 
 
Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include, 
 
(1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto; 
 
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 
(3) a statement that, in the opinion of each
such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 
(4) a statement as to whether, in the opinion
of each such individual, such condition or covenant has been complied with. 
 

8 








 
SECTION 103. Form of Documents Delivered to Trustee. 
 
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents. 
 
Any certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or the Guarantor stating that the information with respect to such factual matters is in the possession of the Company or
the Guarantor, 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 are erroneous. 
 
Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 
SECTION 104. Acts of Holders; 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 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 and the Guarantor. 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 601) conclusive in favor of the Trustee, the Company and the Guarantor, if made in the 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 the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his 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. 
 

9 








 
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 or the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 
 
The Company or the Guarantor 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 or the Guarantor 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
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company or the Guarantor 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 cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite 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 or the Guarantor, at its own expense,
shall cause notice of such record date, the proposed 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 Section 106.

 
The Trustee may 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 or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, 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 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 cancelled and of no effect), and
nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite 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 Guarantor’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 and the Guarantor in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 106. 
 
With respect to any record date set pursuant to this Section, the party hereto which sets such record dates 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 

 

10 









the proposed new Expiration Date is given to the other parties hereto in writing, and to each Holder of Securities of the relevant series in
the manner set forth in Section 106, 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 180th 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. 
 
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 105. Notices, Etc., to Trustee, Company and Guarantor. 
 
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 or the Guarantor 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: Global Trust Services, with a copy in every case to:
The Bank of New York, Singapore, Attention: Global Trust Services, Fax: (65) 6883 0338, Tel: (65) 6432 0332, or 
 
(2) the Guarantor 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 Guarantor 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. 
 
SECTION
106. Notice to Holders; Waiver. 
 
Where this
Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address
as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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. 
 
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 

11 








 
SECTION 107. Conflict with Trust Indenture Act. 
 
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust Indenture Act 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 108. Effect of Headings
and Table of Contents. 
 
The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 
SECTION 109. Successors and Assigns. 
 
All covenants and agreements in this Indenture by the Company or the Guarantor shall bind its successors and
assigns, whether so expressed or not. 
 
SECTION 110. Separability Clause. 
 
In case any provision in this Indenture or in the Securities or any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
 
SECTION 111.
Benefits of Indenture. 
 
Nothing in this
Indenture or in the Securities or any Guarantee, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture. 
 
SECTION 112.
Governing Law. 
 
This Indenture, the Securities
and the Guarantee shall be governed by and construed in accordance with the law of the State of New York in the United States, but without giving effect to the principles of conflicts of laws thereof. 
 
SECTION 113. Submission to Jurisdiction;
Appointment of Agent for Service of Process. 
 
Each of the Company and the Guarantor hereby appoints Corporation Service Company, acting through its office at 1177 Avenue of the Americas, 17th Floor New York, New York in the United States as its authorized agent (the
“Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Securities of any series or any Guarantee, as the case may be, instituted in any
United States federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process upon such Authorized Agent, together with written notice of said service to the Company or the
Guarantor, as the case may be, by the person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such legal action or
proceeding, and each of the Company and the Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding, and 

 

12 









waives any objection which it may now or hereafter have to the laying of venue of any such proceeding. Such appointment shall be irrevocable
until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under this Indenture have been paid by the Company or the Guarantor, as the case may be, to the Trustee
pursuant to the terms hereof, the Securities and the Guarantee. Notwithstanding the foregoing, the Company and the Guarantor reserve the right to appoint another person located or with an office in the Borough of Manhattan, The City of New York,
selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. If for any reason Corporation Service Company ceases to be able
to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company and the Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. Each of the Company and the
Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until this Indenture has been
satisfied and discharged in accordance with Article Four or Article Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The
City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Company and the Guarantor shall be deemed, in every respect, effective service of process on the Company
and the Guarantor, respectively. 
 
SECTION 114. Legal Holidays. 
 
In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a
provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest with respect to such payment shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, and provided further that, in the event such payment is on an instrument bearing interest at a floating rate, and such payment on the
next succeeding Business Day would occur in the next calendar month, then such payment shall be made on the preceding Business Day in the same amount and with the same force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity. 
 
ARTICLE TWO 
 
Security Forms 
 
SECTION 201. Forms Generally. 
 
The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form 

 

13 









of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

 
If Article Fourteen is specified, as
contemplated by Section 301, to be applicable to Securities of any series, then Securities of each such series shall bear a notation of the Guarantee in substantially the form set forth in Section 204. For any other series of Securities, the
Guarantee shall be endorsed on the Securities and shall be substantially in the form established by or pursuant to a Board Resolution of the Guarantor in accordance with Section 301 or in one or more indentures supplemental hereto. Notwithstanding
the foregoing the notation of the Guarantee or the Guarantees to be endorsed on the Securities of any series may have such appropriate insertions, omissions, substitutions and other corrections from the forms thereof referred to above as are
required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Directors or officers delivering the same, in each case as evidenced by such delivery. 
 
The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. 
 

14 








 
SECTION 202. Form of Face of Security. 
 
[Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
 
WMC FINANCE (USA) LIMITED 
A.B.N. 061 718 198

 
[TITLE OF SECURITY] 
 
CUSIP:                     
 

	 No.            
	 	 $            


 
WMC
FINANCE (USA) LIMITED (A.B.N. 061 718 198), a corporation duly organized and existing under the laws of the Commonwealth of Australia (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 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, to, but excluding, the date that the principal hereof is paid or made available for
payment [if applicable, insert — , provided that any principal and premium, and any such instalment 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 to, but excluding, the date that they are paid or made available for payment, and such interest shall be payable on demand]. The interest so
payable, and punctually paid or duly provided for, 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. 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 to, but excluding, the date that 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 

 

15 









enforceable), from the date of such demand to, but excluding, the date that 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 [if applicable, insert—any such] interest on this Security will be made by check 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 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], provided that if a Holder of more than $1.0 million in principal amount of Securities has given wire transfer instructions to the Guarantor at least ten Business Days prior to the applicable Interest Payment Date, the
Company shall pay all principal and any premium and interest on that Holder’s Securities in accordance with those instructions [if applicable, insert — ; provided, however, that so long as this Security is
registered in the name of The Depository Trust Company or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds]. 
 
All payments of, or in respect of, principal of and any
premium and interest on this Security, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia
or of the applicable jurisdiction of any successor Person pursuant to Article Eight of the Indenture, or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by
Australia or such other jurisdiction or any such subdivision or authority to be withheld or deducted. In that event, the Company will pay such Additional Amounts (as described in Section 1007 of the Indenture) as will result (after deduction of such
taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such payment) in the payment to the Holder of this Security of the amounts which would have been payable
in respect of this Security had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Ten of the Indenture. 
 
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. 
 

16 








 
In Witness
Whereof, the Company has caused this instrument to be duly executed by one of its Authorized Officers. 
 
Dated:
                     
 

	 WMC Finance (USA) Limited

	
	 By
	 	  




 
SECTION 203. 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 April [•], 2003 (herein
called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantor and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, 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 upon not less than 30 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 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 interest to but excluding the Redemption Date, but interest instalments 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 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 

 

17 








 
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 but excluding the Redemption Date, but interest
instalments 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 interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than     % per annum.] 
  
 [if applicable, insert—[In addition to the Company’s ability to redeem this Security pursuant to the foregoing], this Security may
be redeemed by the Company on the terms set forth, and as more fully described, in the Indenture, in certain circumstances where the Company or the Guarantor would be required to pay Additional Amounts in respect hereof as a result of a change or
amendment of any law, regulation or published tax ruling of Australia or of the applicable jurisdiction of any successor Person pursuant to Article Eight of the Indenture, or any political subdivision or taxing authority thereof or therein,
affecting taxation, or change in the official administration, interpretation or application thereof, in each case occurring after the issue date hereof (or, in the case of any jurisdiction other than Australia, the succession date of such successor
Person) or which change in such official administration, interpretation or application shall not have been available to the public prior to the issue date hereof (or, in the case of any jurisdiction other than Australia, the succession date of such
successor Person), which change shall require the Company or the Guarantor to pay Additional Amounts.] 
  
 [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.] 
  

 18 








 
[If
applicable, insert—The Indenture contains provisions for defeasance at any time of the entire indebtedness of the series of which this Security is a part 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 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 (i) of the amount of principal so declared due and payable and (ii) 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 in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 
 
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the
Indenture and certain past defaults 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. 
 
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 (including the Guarantee) 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 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 indemnity reasonably satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such request, and the Trustee 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. 
 

19 








 
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 his 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. 
 
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 or the Guarantor, as the case may be, 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 Guarantor, the Trustee and any agent of the Company, the Guarantor, 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 Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 
 
This Security and the Guarantee shall be governed by and construed in accordance with the law of the State of New York in the United
States, but without regard to the principles of conflicts of laws thereof. 
 
All terms used in this Security and [if applicable, insert—the notation of] the Guarantee set forth below which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
 
SECTION 204. Form of
Notation of Guarantee 
 
WMC RESOURCES LTD (A.B.N.
76 004 184 598), a corporation duly organized and existing under the laws of the Commonwealth of Australia (herein called the “Guarantor”, which term includes any successor Person under the Indenture (the “Indenture”) referred to
in the Security on which this notation is endorsed), has unconditionally guaranteed, pursuant to the terms of the Guarantee contained in Article Fourteen of the Indenture, the due and punctual payment of the principal of and any premium and interest
on this Security (and any Additional Amounts payable in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the
terms of this Security and the Indenture. 
 
All
payments pursuant to this Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia or
the jurisdiction of organization of any successor Guarantor or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by Australia or such other jurisdiction or
any such subdivision or authority to be withheld or deducted. In that event, the Guarantor will pay such Additional 

 

20 









Amounts (as defined in the Indenture) as will result (after deduction of such taxes, duties, assessments or governmental charges and any
additional taxes, duties, assessments or governmental charges payable in respect of such payment) in the payment to each Holder of a Security of the amounts which would have been payable in respect of the Guarantee thereof had no such withholding or
deduction been required, subject to certain exceptions as set forth in Article Ten of the Indenture. 
 
The obligations of the Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article Fourteen of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee. 
 
The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this
notation of the Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. 
 

	 WMC RESOURCES LTD

	
	 By
	 	  




 
SECTION 205. Form of Legend for Global Securities. 
 
Unless otherwise specified as contemplated by Section 301 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 IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN THE INDENTURE. 
 
SECTION 206. Form of Trustee’s Certificate of Authentication. 
 
The Trustee’s certificates of authentication shall be in
substantially the following form: 
 

21 








 
This is one of
the Securities of the series designated therein referred to in the within-mentioned Indenture. 
 
Dated:                      
 

	 THE BANK OF NEW YORK,
 As Trustee

	
	 By
	 	

	 	 	 Authorized Signatory



 

22 








 
ARTICLE THREE

 
The Securities 
 
SECTION 301. Amount Unlimited; Issuable in
Series. 
 
The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited. 
 
The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolutions of the Company and the Guarantor and, subject to Section 303, 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 Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

 
(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
of any Securities of the series is payable; 
 
(5) the rate or rates at which any Securities of the series shall bear interest, if any, 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 the principal of and any premium and interest on any Securities of the series shall be payable; 
 
(7) if applicable, the period or periods within which, the price or prices at which and the
terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company or the Guarantor (including the period referred to in Section 1108) and, if other than by a Board Resolution, 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 or purchase any Securities of the series pursuant to any sinking fund
or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and 

 

23 









conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

 
(9) if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; 
 
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with
reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; 
 
(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 101; 
 
(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, the Guarantor 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 502; 
 
(14) the form of the Securities; 
 
(15) if the Securities will be entitled to the benefits of the Guarantee afforded by Article
Fourteen of the Indenture or, if not, the form of the Guarantee to be endorsed on the Securities; 
 
(16) 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); 
 
(17) if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the
Company to defease such Securities shall be evidenced; 
 
(18) 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, the respective Depositaries for 

 

24 









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 205 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
 
(19) 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 502; 
 
(20) any addition to or change in the covenants set forth in Article Ten which applies to
Securities of the series; 
 
(21)
if Additional Amounts, pursuant to Section 1007, will not be payable; 
 
(22) if the Company may from time to time without the consent of the Holders create and issue further securities having the same terms and conditions as the Securities in all respects (or in all
respects except for the issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated and form a single series with the outstanding Securities of any series or upon such terms as the Company
may determine at the time of their issue; and 
 
(23) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). 
 
All Securities of any one series shall be substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental
hereto. 
 
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 or the Guarantor and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series. 
 
SECTION 302. Denominations. 
 
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 301. 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	 	303. Execution, Authentication, Delivery and Dating. 

 
The Securities and any Guarantee to be endorsed on the Securities shall be executed on behalf of the Company by any Director or Authorized
Officer and on behalf of the Guarantor by any Authorized Officer, as the case may be. The signature of any of these directors and officers on the Securities and any Guarantee, as the case may be, may be manual or facsimile. If Article Fourteen is
specified, as 

 

25 









contemplated by Section 301, to be applicable to the Securities of any series, then the notation of the Guarantee endorsed on the Securities
of such series shall be executed as provided in Section 1402. 
 
Securities or any Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper directors and officers of the Company or the Guarantor, as the case may be, shall bind the Company or the
Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantee or did not hold such offices at the date of such Securities
or the Guarantee. 
 
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 bearing the notation of the Guarantee pursuant to Article Fourteen or having Guarantees endorsed thereon, as
applicable, in each case executed by the Guarantor, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and
deliver such Securities. If the form or terms of the Securities of the series or any Guarantee endorsed thereon have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating, 
 
(1) if the form of
such Securities or Guarantees has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 
 
(2) if the terms of such Securities or
Guarantees have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and 
 
(3) that such Securities and the Guarantee(s)
thereof, when such Securities have been authenticated and delivered by the Trustee and issued by the Company and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company and the Guarantor, respectively, 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. 
 
If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties
or immunities under the Securities, the Guarantees and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 
Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 
 
Each Security shall be dated the date of its authentication. 
 

26 








 
No Security or
Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by
manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or Guarantee has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security and
any Guarantee shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture (including, if applicable, the Guarantee pursuant to Article Fourteen). 
 
The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute delivery of the Guarantee endorsed or noted thereon on behalf of the Guarantor. The Guarantor by its execution of this Indenture hereby authorizes the Company, in the name and on behalf of the
Guarantor, to confirm the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantee noted or endorsed thereon, authenticated and delivered by
the Trustee. When delivered pursuant to the provisions of Section 303 hereof, only Guarantees endorsed or noted on the Securities shall bind the Guarantor notwithstanding the fact that the Guarantee does not bear the signature of the Guarantor.

 
SECTION 304. Temporary
Securities. 
 
Pending the preparation of
definitive Securities of any series, the Company may execute (and the Guarantor may execute, as applicable, the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed on) and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees or notations of the Guarantee pursuant to Article Fourteen, as applicable. 
 
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 the Guarantor shall execute, as applicable, the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed on, and 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. 
 
SECTION 305. Registration, Registration of Transfer and Exchange. 
 
The Company shall cause to be kept at a Corporate Trust Office of 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 

 

27 









and of transfers of Securities. The Trustee is hereby 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 of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute (and the Guarantor shall execute, as applicable, the notation of the Guarantee
pursuant to Article Fourteen or the Guarantee endorsed on), and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount and with the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed thereon. 
 
At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount and with the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed thereon, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute and the Guarantor shall execute the notation of the Guarantee on, 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 and the Guarantee shall be the valid obligations of the Company and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange and the Guarantee thereof. 
 
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 or the Guarantor, as the case
may be, 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 304, 906 or 1107
not involving any transfer. 
 
If the Securities of
any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may
be) during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 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) and (4) 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. 
 

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(2) 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 (i) has notified the Company or the Guarantor that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to the
foregoing as have been specified for this purpose as contemplated by Section 301. 
 
(3) 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. 
 
(4) 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 304, 306, 906 or 1107 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. 
 
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof. 
 
Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. 
 

	SECTION	 	306. Mutilated, Destroyed, Lost and Stolen Securities. 

 
If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Guarantor shall execute, as applicable, the
notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed on, and the Trustee shall authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount, having the notation
of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed thereon and bearing a number not contemporaneously outstanding. 
 
If there shall be delivered to the Company, the Guarantor and the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any of their agents harmless, then, in the absence of notice to the Company, the Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the Guarantor shall execute the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed on, and, the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and 
 

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principal amount, having the notation of the Guarantee endorsed pursuant to Article Fourteen or the Guarantee thereon and bearing a number
not contemporaneously outstanding. 
 
In case any
such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company or the Guarantor in its discretion may, instead of issuing a new Security, pay such Security. 
 
Upon the issuance of any new Security under this Section, the
Company or the Guarantor, as the case may be, 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 and the Guarantee thereof shall constitute an original additional contractual obligation of the Company and the
Guarantor, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities and Guarantees of
that series duly issued hereunder. 
 
The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 
SECTION 307. Payment of Interest; Interest
Rights Preserved. 
 
Except as otherwise provided
as contemplated by Section 301 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. 
 
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 Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company or the Guarantor, at
its election in each case, as provided in Clause (1) or (2) below: 
 
(1) The Company or the Guarantor 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 or the Guarantor shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company or the Guarantor, as the case may be, shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix 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 

 

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days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company and the Guarantor 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 given to each Holder of Securities of such series in the manner set
forth in Section 106, 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 such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
  
 (2) The Company or the Guarantor may make payment of any
Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company or the Guarantor to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 SECTION 308. Persons Deemed Owners. 
  
 Prior to due presentment of a Security for registration of transfer, the Company, the Guarantor, the Trustee, the Security
Registrar and any agent of the Company, the Guarantor, the Trustee or the Security Registrar 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 and any
premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the
Trustee shall be affected by notice to the contrary. 
  

	SECTION	 	309. 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 shall be promptly cancelled by it. The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, 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 shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order, provided, that in no event shall the Trustee be required to destroy any cancelled Securities. 

 

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	SECTION	 	310. Computation of Interest. 

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

	SECTION	 	311. Cusip Numbers. 

 
The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that the Trustee shall assume no responsibility for the accuracy of such numbers and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers. 
 
ARTICLE FOUR 
 
Satisfaction and Discharge 
 

	SECTION	 	401. Satisfaction and Discharge of Indenture. 

 
This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for, and any rights to receive Additional Amounts), and the Trustee, at the expense of the Company, shall execute instruments in form and substance satisfactory to the Trustee, the Company and the
Guarantor acknowledging satisfaction and discharge of this Indenture, when 
 
(1) either 
 
(A) all Securities 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 306 and (ii)
Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor, as the case may be, or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or 
 
(B) all such Securities not theretofore delivered to the Trustee for cancellation 
 
(i) have become due and payable, or

 
(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 or the Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date 



 

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of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may
be; 
 
(2) the Company or the
Guarantor has paid or caused to be paid all other sums payable hereunder by the Company; and 
 
(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive. 
 
SECTION 402. Application of Trust Money. 
 
Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 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 or the Guarantor 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 the Trustee. 
 
ARTICLE FIVE 
 
Remedies 
 
SECTION 501. Events of Default. 
 
“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 
(1) default in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; or 
 
(2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or 
 
(3) default in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series and continuance of such default for a period of 30 days; or 
 
(4) default in the performance, or breach, of any covenant or warranty of the Company or the Guarantor in this Indenture
(other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of Securities other than


 

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such series), the Securities of that series or, as the case may require, the Guarantee, 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 and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 
(5) a default under any bond, debenture, note or other evidence of indebtedness for money
borrowed by the Company or the Guarantor (including a default with respect to Securities of any series other than that series) having an aggregate principal amount outstanding of at least the Dollar Equivalent of $25 million, or under any mortgage,
indenture or instrument (including this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or the Guarantor having an aggregate principal amount outstanding of
at least the Dollar Equivalent of $25 million, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the
Company or the Guarantor, as the case may be, to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that such notice is a “Notice of Default” hereunder;
provided, however, that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default
or (B) the Trustee shall have received written notice of such default from the Company, from the Guarantor, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or

 
(6) (a)(i) a court of competent
jurisdiction makes an order at the request or upon the application of any person for the winding up of the Company or the Guarantor, (ii) a court of competent jurisdiction at the request or upon the application of any person or any persons (each an
“Encumbrancer”) holding the benefit of any encumbrance appoints a receiver, receiver and manager, liquidator, provisional liquidator, administrator, custodian, bankruptcy trustee or similar officer (each an “External
Administrator”) to the Company or the Guarantor, and the External Administrator is entitled to take control or possession of the whole or substantially the whole of the assets of the Company or the Guarantor, or (iii) any Encumbrancer enters
into possession of the whole or substantially the whole of the assets of the Company or the Guarantor, and (b) the order, appointment or entry is not removed, discharged, set aside, overturned, permanently stayed, terminated or withdrawn within 60
days of the order, appointment or entry, provided, however, that this Section 501(6) shall not apply to such an order or application for the purposes of a reconstruction, amalgamation or reorganization where the Company or the Guarantor, as
the case may be, is solvent. In this Section, “court of competent jurisdiction” means a court of competent jurisdiction of any Australian jurisdiction or of the jurisdiction under the laws of which the Guarantor or the Company (as
applicable) is incorporated or registered or taken to be incorporated or registered or in which a material part of the assets of the Guarantor or Company (as applicable) is located; or 
 

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(7) the Company or the Guarantor consents to the order, appointment or entry referred to in Section 501(6) above; or 
 
(8) the Company or the Guarantor (a) passes an effective resolution for its winding up; (b) commences any legal proceeding
or similar action or applies for its winding up; or (c) appoints or applies to any court for the appointment of any External Administrator in respect of it, other than, in the case of (a), (b) or (c), for the purposes of a reconstruction,
amalgamation or reorganization where it is solvent; or 
 
(9) the Company or the Guarantor (a) stops payment of its debts generally; or (b) enters into any compromise, arrangement or composition or assignment for the benefit of its creditors generally (including its entry into a
debt moratorium with its creditors generally), except, in the case of either (a) or (b), for the purposes or as a result of any solvent reconstruction, amalgamation or reorganization where it is not the surviving entity but the surviving entity has
assumed the payment of the Guarantor’s or Company’s (as applicable) debts; or 
 
(10) any other Event of Default provided with respect to Securities of that series. 
 
SECTION 502. Acceleration of Maturity;
Rescission and Annulment. 
 
If an Event of
Default (other than an Event of Default specified in Section 501(6), 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount
of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(6), 501(7), or 501(8) with respect to the Securities of any series at the time Outstanding occurs, the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and payable. 
 
At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if 
 
(1) the Company
or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay 
 
(A) all overdue interest on all Securities of that series, 
 
(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
 

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 (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 513. 
  
 No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
  
 SECTION 503. Collection of
Indebtedness and Suits for Enforcement by Trustee. 
  
 The
Company and the Guarantor covenant that if 
  
 (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity
thereof, 
  
 the Company and the Guarantor will, upon demand of the Trustee, pay
to it, 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 any Additional Amounts) 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 (and any overdue Additional Amounts), 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 of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If the Company and the Guarantors fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and the Guarantors or any other
obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company and the Guarantors or any other obligor upon such Securities, wherever situated. 
  
 If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

 36 








 
SECTION 504. Trustee May File Proofs of Claim. 
 
In case of any judicial proceeding relative to the Company or the Guarantor (or any other obligor upon the Securities), its property or its 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 607. 
 
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 proceeding; provided,
however, that the Trustee may, on behalf of and pursuant to the written direction 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 505. Trustee May Enforce Claims
Without Possession of Securities. 
 
All rights of
action and claims under this Indenture or the Securities or the Guarantee 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 506. Application of Money Collected. 
 
Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest (or any Additional Amounts), upon presentation of the Securities in respect of which or for the benefit of which
such money has been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
 
First: To the payment of all amounts due the Trustee under Section 607; 
 
Second: To the payment of the amounts then due and unpaid for principal of and any premium and interest on
the Securities (and any Additional Amounts in respect thereof) in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest (and any Additional Amounts), respectively; and 
 
Third: The balance, if any, to the Company. 
 

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SECTION 507. 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 principal amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 
(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to
be incurred in compliance with such request; 
 
(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
 
(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the Outstanding Securities of that series; 
 
it being understood and intended that (subject to Section 508) 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. 
 
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 
 
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security (and any Additional Amounts) pursuant to the terms thereof or the Guarantee thereof on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 

	SECTION	 	509. Restoration of Rights and Remedies. 

 
If the Trustee or any Holder 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 Guarantor, the Trustee and such Holder
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall continue as though no such proceeding had been instituted. 
 

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SECTION 510. 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 306, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 
SECTION 511. Delay or Omission Not Waiver.

 
No delay or omission of the Trustee or of any
Holder of any 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 512. Control by Holders. 
 
The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that 
 
(1) such direction shall not be in conflict with any rule of law or with this Indenture, 
 
(2) such direction shall not be unjustly prejudicial to the Holders not taking part in such direction, or 
 
(3) the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction. 
 
SECTION 513. Waiver of Past Defaults. 
 
The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series 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 any Additional Amounts payable in respect thereof), 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. 
 

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SECTION 514. 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, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file
an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, the Guarantor, the Trustee or any Holder or group of Holders holding in aggregate more than 10% in aggregate principal
amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or any premium or interest on any Outstanding Security of any series on or after the due date
expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
 
SECTION 515. Waiver of Usury, Stay or Extension Laws. 
 
Each of the Company and the Guarantor covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of
this Indenture; and each of the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 
ARTICLE SIX 
 
THE TRUSTEE 
 
SECTION 601. Certain Duties and Responsibilities. 
 
(a) Except during the continuance of an Event of Default, 
 
(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 need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein); 
 

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(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own affairs. 
 
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that: 
 
(1) this Subsection shall not be construed to limit the effect of Subsection (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 of any series, determined as provided in Sections 101, 104 and 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such series; and 
 
(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 
 
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

 
SECTION 602. Notice of
Defaults. 
 
If a default occurs hereunder with
respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 
SECTION 603. Certain Rights of Trustee. 
 
Subject to the provisions of Section 601: 
 
(1) the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, 

 

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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, 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, rely upon an Officers’ Certificate; 
 
(4) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 
(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 the Trustee 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 at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.; 
 
(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 liable for any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 
(9) the Trustee shall not be deemed to have, or be charged with, knowledge of any default (as defined in Section 602) or
Event of Default with respect to the Securities of any series for which it is acting as Trustee unless (a) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (b) written notice of such default or
Event of Default shall have been given to the Trustee by the Company, from the Guarantor or any other obligor on such Securities or by any Holder of such Securities; 
 

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(10) 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 agent, custodian and other Person employed to act hereunder; and 
 
(11) 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. 
 
SECTION 604. Not Responsible for Recitals or Issuance of Securities. 
 
The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company or the Guarantor, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities or the Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company or the Guarantor of Securities or the proceeds thereof. 
 
SECTION 605. May Hold Securities.

 
The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company or the Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company
and the Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 
SECTION 606. Money Held in Trust. 
 
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company or the Guarantor, as the case may be. 
 
SECTION 607. Compensation and Reimbursement.

 
The Company agrees 
 
(1) to pay to the Trustee from time to time
such compensation for all services rendered by it hereunder in such amounts as shall have been agreed upon in writing by the Company and the Trustee from time to time (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); 
 
(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; 
 

43 








 
(3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability or expense, including taxes (other than taxes based upon or measured by or
determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, the Guarantor, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the
provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith; 
 
(4) 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 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities; and 
 
(5) When the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Sections 501(6), (7), (8) and (9), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
Federal or state bankruptcy, insolvency or other similar law. 
 
In the event of the resignation or removal of the Trustee, the obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances
incurred prior to such resignation or removal of the Trustee shall survive such resignation or removal of the Trustee. 
 
In the event the Company fails to make any payments required by this Section 607, the Guarantor agrees to make such payments on its
behalf. 
 
The provisions of this Section shall
survive the termination of this Indenture. 
 
SECTION 608. Conflicting Interests. 
 
If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series. 
 
SECTION 609. 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 has a combined capital and surplus of at least $50,000,000 and has a Corporate Trust Office in the Borough of Manhattan, The City of New York, New York. If any such Person publishes
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 

 

44 









such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time the Trustee 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.

 
SECTION 610. 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
611. 
 
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 and the Guarantor. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 
The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company and the Guarantor. 
 
If at any time: 
 
(1) the Trustee shall fail to comply with
Section 608 after written request therefor by the Company or the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
 
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after
written request therefor by the Company or the Guarantor or by any such Holder, or 
 
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 
then, in any such case, (A) the Company or the Guarantor by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to Section 514, 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 the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be 

 

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appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and
the Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, the Trustee (at the expense of the Company) or 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 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office. 
 
SECTION 611. Acceptance of Appointment by Successor. 
 
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 the Guarantor 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, the Guarantor or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. 
 
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 Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any successor Trustee, such 

 

46 









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 and the Guarantor 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 612. Merger, Conversion, Consolidation or Succession to Business. 
 
Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities. 
 
SECTION 613. Preferential Collection of Claims Against Company or Guarantor. 
 
If and when the Trustee shall be or become a creditor of the Company or the Guarantor (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 the Guarantor (or any such other obligor), as the case may be. 
 
SECTION 614. Appointment of Authenticating Agent. 
 
The Trustee, with the consent of the Company and the Guarantor, 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 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority in the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent 

 

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report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 
Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 
An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company and the Guarantor. 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 and the
Guarantor. 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 the Guarantor and shall give notice of such appointment in the manner provided in Section 106 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 Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 
 
If an appointment with respect to the Securities of 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: 
 

48 








 
This is one of
the Securities of the series designated therein referred to in the within-mentioned Indenture. 
 
Dated:                          
 

	 THE BANK OF NEW YORK,
 As Trustee

	
	 By
	 	  


	 	 	 As Authenticating Agent

	
	 By
	 	  


	 	 	 Authorized Signatory



 
If
all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall
appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect of such series of Securities. 
 
ARTICLE SEVEN 
 
Holders’ Lists and Reports by Trustee and Company and Guarantor 
 
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. 
 
The Company will furnish or cause to be furnished to the
Trustee 
 
(1) semi-annually, not
later than ten days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Outstanding Securities of each series as of such Regular Record Date, 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; 
 
excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar. 
 
SECTION 702. 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 701
and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The 

 

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Trustee may destroy any list furnished to it as provided in Section 701 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 or the Guarantees, 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, the Guarantor and the Trustee that neither the Company, the Guarantor nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act or other applicable law. 
 
SECTION 703. Reports by Trustee. 
 
The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. The Trustee’s report required under Section 313(a) of the Trust Indenture Act shall be transmitted on or before July 1 in each year following the date hereof, so long as any Securities are outstanding hereunder and
shall be dated as of a date convenient to the Trustee no more than 60 nor less than 45 days prior to July 1 in 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 and the Guarantor. The Company will notify the Trustee when any Securities are listed on any stock exchange and of any delisting thereof. 
 
SECTION 704. Reports by Company and The
Guarantor. 
 
The Company and the Guarantor 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. 
 
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 or the Guarantor’s compliance, as the case may be, with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). 
 
SECTION 705.
Calculation of Original Issue Discount. 
 
The
Company shall provide to the Trustee on a timely basis such information as the Trustee requires to enable the Trustee to prepare and file any form required to be submitted by the Company with the United States Internal Revenue Service and the
Holders of the Notes relating to original issue discount, including, without limitation, Form 1099-OID or any successor form. 
 

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ARTICLE EIGHT

 
Consolidation, Merger, Conveyance, Transfer Or
Lease 
 
SECTION 801. Company Or
Guarantor May Consolidate, Etc., Only On Certain Terms. 
 
Neither the Company nor the Guarantor, shall consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: 
 
(1) in case the Company or the Guarantor, as
the case may be, shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company or the
Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company, or the Guarantor, as the case may be, substantially as an entirety shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of its governing jurisdiction and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in a form reasonably satisfactory to the Trustee, (A) in the
case of the Company, the due and punctual payment of the principal of and any premium and interest on all the Securities (including all Additional Amounts, if any, payable pursuant to Section 1007) and the performance or observance of every covenant
of this Indenture on the part of the Company to be performed or observed or (B) in the case of the Guarantor, the performance or observance of the Guarantee and every covenant of this Indenture on the part of the Guarantor to be performed or
observed; 
 
(2) immediately after
giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or the Guarantor as a result of such transaction as having been incurred at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; 
 
(3) the Person formed by such consolidation or into which the Company or the Guarantor is merged or to whom the Company or
the Guarantor, as the case may be, has conveyed, transferred or leased its properties or assets (if such Person is organized and validly existing under the laws of a jurisdiction other than Australia, any political subdivision thereof or the United
States, any State thereof, or the District of Columbia) agrees to indemnify the Holder of each Security against (a) any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such
Holder as a consequence of such consolidation, merger, conveyance, transfer or lease which is imposed or levied by or on behalf of that jurisdiction or any political subdivision or taxing authority thereof or therein as at that date such
consolidation, merger, conveyance, transfer or lease is effective and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; 
 
(4) the Person formed by such consolidation or into which the Company or the Guarantor is
merged or to whom the Company or the Guarantor, as the case may be, has conveyed, transferred or leased its properties or assets (if such Person is organized and validly existing under the laws of a jurisdiction other than Australia or any political
subdivision thereof) agrees that, with respect to the assumption of its obligations to pay Additional Amounts, if any, pursuant to Section 1007, the name of its jurisdiction of incorporation or organization shall be deemed to be substituted for
Australia in each place that Australia appears in Section 1007 

 

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(except that the following clauses of Section 1007, which relate to specific provisions of Australian tax law, shall be deemed to be deleted
from Section 1007 with respect to such Person: the proviso in Section 1007(1)(A); Section 1007(5); and Section 1007(6)); and 
 
(5) the Company or the Guarantor, as the case may be, has 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 Article and that all
conditions precedent herein provided for relating to such transaction have been complied with. 
 
SECTION 802. Successor Substituted. 
 
Upon any consolidation of the Company or the Guarantor with, or merger of the Company or the Guarantor into,
any other Person or any conveyance, transfer or lease of the properties and assets of the Company or the Guarantor substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the
Company or the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture
with the same effect as if such successor Person had been named as the Company or the Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities or the Guarantees, as the case may be. 
 
SECTION 803. Assumption By A Guarantor Or Subsidiary Of Company’s Obligations. 
 
The Guarantor or any Subsidiary of the Guarantor may assume the obligations of the Company (or any Person which shall have previously
assumed the obligations of the Company) for the due and punctual payment of the principal of (and premium, if any), interest on and any other payments with respect to the Securities and the performance of every covenant of this Indenture and the
Securities on the part of the Company to be performed or observed, provided that: 
 
(1) The Guarantor or such Subsidiary, as the case may be, shall expressly assume such obligations by an indenture
supplemental hereto executed and delivered to the Trustee and if such Subsidiary assumes such obligations, the Guarantor shall, by such supplemental indenture, confirm that its Guarantee shall apply to such Subsidiary’s obligations under the
Securities and this Indenture, as modified by such supplemental indenture; 
 
(2) The Guarantor or such Subsidiary, as the case may be, (if such Guarantor or such Subsidiary is organized and validly existing under the laws of a jurisdiction other than Australia or any political
subdivision thereof) shall agree in such supplemental indenture, that, with respect to the assumption of its obligations to pay Additional Amounts, if any, pursuant to Section 1007, the name of its jurisdiction of organization shall be deemed to be
substituted for Australia in each place that Australia appears in Section 1007 (except that the following clauses of Section 1007, which relate to specific provisions of Australian tax law, shall be deemed to be deleted from Section 1007 with
respect to such Person: the proviso in Section 1007(1)(a); Section 1007(5); and Section 1007(6)). 
 
(3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be continuing; and 
 

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(4) the Guarantor or such Subsidiary, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such assumption and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 
Upon any such assumption, the Guarantor or such Subsidiary shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if the Guarantor or such Subsidiary had been named as the “Company” herein, and the Person named as the “Company” in the first paragraph of this instrument or any
successor Person which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability as obligor upon the Securities. 
 
ARTICLE NINE 
 
Supplemental Indentures 
 
SECTION 901. Supplemental Indentures Without Consent Of Holders. 
 
Without the consent of any Holders, the Company, the
Guarantor, when authorized by a Board Resolution of the Company and the Guarantor, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes: 
 
(1) to
evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities and any Guarantee; or 
 
(2) to add to the covenants of the Company or
the Guarantor 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 the Guarantor; 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 
 
(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 
 

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(6) to secure the Securities or the Guarantee pursuant to the requirements of Section 1008 or otherwise; or 
 
(7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 
 
(8) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or 
 
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect. 
 
SECTION 902. Supplemental Indentures With Consent of Holders. 
 
With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to
the Company, the Guarantor and the Trustee, the Company and the Guarantor, when authorized by a Board Resolution of the Company and the Guarantor, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
 
(1) change the Stated Maturity of the principal of, or any instalment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest thereon (or change the method of calculating the rate of interest thereon) or any premium payable upon the redemption thereof, or change any obligation to pay any Additional Amounts 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 502, 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, on or
after the Redemption Date), or modify any provisions of this Indenture with respect to the conversion or exchange of the Securities into Securities of another series or into any other debt or equity securities in a manner adverse to the Holders, or

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

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(3) modify any of the provisions of this Section, Section 513 or Section 1010, 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 1010, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or 
 
(4) change in a manner adverse to the interests of the Holders of Securities of any series the terms and conditions of the
obligations of the Guarantor in respect of the due and punctual payment of the principal thereof and any premium and interest thereon (and any Additional Amounts in respect thereof) or any sinking fund payments provided in respect thereof.

 
A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 
It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. 
 
SECTION 903. Execution Of Supplemental Indentures. 
 
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 
SECTION 904. Effect Of Supplemental
Indentures. 
 
Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. 
 
SECTION 905. Conformity With Trust Indenture Act. 
 
Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
 
SECTION 906. 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 

 

55 









and the Guarantor shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company
and the Guarantor, to any such supplemental indenture may be prepared and executed by the Company, the notation of the Guarantor on the Guarantees endorsed thereon may be prepared and executed by the Guarantor and such Securities authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series. 
 
ARTICLE TEN 
 
Covenants 
 
SECTION 1001. Payment Of Principal, Premium And Interest. 
 
The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture. 
 
SECTION 1002. Maintenance Of Office Or Agency. 
 
The Company will maintain in each Place of Payment for any series of Securities 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. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at a Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, 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 each Place of Payment 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. 
 
The Guarantor will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment pursuant to any
Guarantee and where notices and demands to or upon the Guarantor in respect of any Guarantee and this Indenture may be served. The Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders and demands may be made or served at a Corporate
Trust Office of the Trustee, and the Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders and demands. 
 
The Guarantor 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 such purpose or where such notices or demands may be served and may from time to time rescind such designations; provided, 

 

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however, that no such designation or rescission shall in any manner relieve the Guarantor of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Guarantor will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

 
SECTION 1003. Money For
Securities Payments To Be Held In Trust. 
 
If the
Company or the Guarantor 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 of its action or failure so to act. 
 
The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of and any premium and interest on Securities of such series in trust for the benefit of Persons entitled thereto and (2) during
the continuance of any default by the Company or any Guarantor (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series or any Guarantee, 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 or such Guarantee(s). 
 
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 or the Guarantor, 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 or the
Guarantor on Company Request, or (if then held by the Company or the Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantor 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 or the Guarantor as trustee thereof, shall thereupon cease. 
 

57 








 
SECTION 1004. Statement By Officers As To Default. 
 
Each of the Company and the Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year of the Guarantor ending after the date hereof, a certificate (which need not comply with Section 102
hereof) of a principal executive, financial or accounting officer of the Company or the Guarantor, as the case may be, stating whether or not to the best knowledge of the signers thereof it 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) and, if it shall be in default, specifying all such defaults and the nature and status thereof of which they
may have knowledge. 
 
The Company and the
Guarantor shall deliver to the Trustee, as soon as possible and in any event within [five] days after the Company or the Guarantor, as the case may be, becomes aware of the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Company or the Guarantor, as the case may be, proposes to take with
respect thereto. 
 
SECTION 1005.
Existence. 
 
Subject to Article Eight, each of
the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that neither the Company nor the
Guarantor shall be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of its business. 
 
SECTION 1006. Payment Of Taxes And Other
Claims. 
 
Each of the Company and the Guarantor
will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon it or upon the income, profits or property of it, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or the Guarantor; provided, however, that the Company and the Guarantor 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. 
 
SECTION 1007. Additional Amounts 
 
All payments of, or in respect of, principal of and any premium and interest on the Securities, and all
payments pursuant to any Guarantee, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia or
any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by Australia or any such subdivision or authority to be withheld or deducted. In that event, the Company or
the Guarantor, as applicable, will pay such additional amounts of, or in respect of, the principal of, and any premium and interest on, the Securities (“Additional Amounts”) as will result (after deduction of such taxes, duties,
assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such payment) in the payment to each Holder of a Security of the amounts which would have been payable in respect of such
Security or the Guarantee thereof, as the case may be, 

 

58 









had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of: 
 
(1) any withholding, deduction, tax, duty,
assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in,
Australia or otherwise had some connection with Australia other than the mere ownership of, or receipt of payment under, such Security or the Guarantee thereof, provided that such Holder shall not be regarded as being connected with Australia
for the reason that such Holder is a resident of Australia where, and to the extent that, such tax is payable by reason of Section 128B(2A) of the Income Tax Assessment Act 1936 of Australia; (B) presented such Security or the Guarantee for payment
in Australia, unless presentation shall be required and such Security or the Guarantee could not have been presented for payment elsewhere; or (C) presented such Security or the Guarantee (where presentation is required) more than thirty (30) days
after the date on which the payment in respect of such Security or the Guarantee first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had
presented such Security or the Guarantee for payment on the last day within such period of thirty (30) days; 
 
(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental
charge; 
 
(3) any tax, assessment
or other governmental charge which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of or any premium or interest on the Securities or the Guarantee thereof; 
 
(4) any tax, assessment or other governmental
charge that is imposed or withheld by reason of the failure to comply by the Holder or, in the case of a Global Security, the beneficial owner of such Global Security with a request of the Company or the Guarantor addressed to the Holder or
beneficial owner, as the case may be, (A) to provide information concerning the nationality, residence or identity of such Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting
requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other
governmental charge; or 
 
(5) any
withholding, deduction, tax, assessment or other governmental charge that is imposed or withheld by reason of such Holder being an “associate” of the Company or the Guarantor for the purposes of Section 128(F) of the Income Tax Assessment
Act 1936 of Australia; or 
 
(6)
any withholding or deduction that is imposed or withheld as a consequence of a determination having been made under Part IVA of the Income Tax Assessment Act 1936 of Australia (or any modification thereof or provision substituted therefor) by the
Commissioner of Taxation of the Commonwealth of Australia that withholding tax is payable in respect of a payment; or 
 
(7) any withholding, deduction, tax, duty, assessment or other governmental charge which is imposed or withheld on a
payment to an individual and is required to be made pursuant 

 

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to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of the 26th-27th
November 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive; or 
 
(8) any withholding, deduction, tax, duty, assessment or other governmental charge which is imposed or withheld on a
payment with respect to a Security presented for payment by or on behalf of a Holder who would be able to avoid such withholding or deduction by presenting the Security or the Guarantee to another Paying Agent in a Member State of the European
Union; or 
 
(9) any combination
of items (1), (2), (3), (4), (5), (6), (7) or (8); 
 
nor shall
Additional Amounts be paid with respect to any payment of the principal of or any premium or interest on any such Security or the Guarantee thereof to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of Australia (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security. 
 
Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium
or interest on, or in respect of, any Security of any series (or any payments pursuant to the Guarantee thereof) or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of
Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 
 
At least ten Business Days prior to each Interest Payment Date, any Redemption Date or the Stated Maturity of
the Securities, the Company shall furnish to the Paying Agents to whom the Company has provided funds directly pursuant to Section 307 hereof a certificate of an Authorized Officer specifying the amount required to be deducted or withheld on
payments of principal of or interest on the Securities due on such date of payment for or on account of any taxes, duties, assessments, or governmental charges of whatever nature and certifying that such amount will be withheld and paid by the
Company. The Company covenants to indemnify the Paying Agents for, and to hold each harmless against, any loss, liability or expense reasonably incurred without negligence, bad faith or willful misconduct on their part, arising out of or in
connection with actions taken or not taken by any of them in reliance on any certificate furnished to them pursuant to this paragraph or the failure to furnish any such certificate. The obligations of the Company under the preceding sentence shall
survive payment of all the Securities, the satisfaction and discharge of the Indenture and the resignation or removal of the Trustee, Registrar, or any Paying Agent. 
 
Any certificate required by this Section to be provided to the Paying Agents shall be deemed to be duly
provided if telecopied to the Paying Agents. Upon request, the Company shall provide the Paying Agents with documentation reasonably satisfactory to the Paying Agents evidencing the payment of any taxes, duties, assessments, or governmental charges
of whatever nature in respect of which the Company has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities upon request therefor. 
 

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SECTION 1008. Limitation On Liens 
 
For so long as any Securities of a particular series of debt securities remain Outstanding under this Indenture, the Guarantors will not, and the Parent Guarantor will not permit the Company or any Restricted Subsidiary to, issue,
create, incur or assume any Liens (except for Permitted Liens) upon any of their respective Property (whether owned as of the date of this Indenture or thereafter acquired) in order to secure any existing or future Debt without making effective
provision whereby all the Securities of such series shall be directly secured equally and ratably with (or prior to) such Debt for so long as such Debt is so secured. Nothing herein shall restrict the ability of Subsidiaries of the Parent Guarantor
(other than the Company and the Restricted Subsidiaries) to issue, create, incur or assume any Liens. 
 
For purposes of this Article Ten, the following terms shall have the following definitions: 
 
“Attributable Debt” means, when used in connection
with a “sale and leaseback transaction” (as defined in Section 1009), at any date as of which the amount thereof is to be determined, the present value (discounted at the interest rate implicit in the lease) of the remaining rental payment
obligations (excluding amounts required to be paid on account of or attributable to operating costs and overhead charges) required to be paid by the lessee under the lease (including any period for which the lease has been extended). 
 
“Debt” means any indebtedness of any Person for
money borrowed, including any indebtedness evidenced by notes, bonds, debentures or other similar evidences of indebtedness, and any guarantee thereof. The following types of transactions shall not be deemed to create Debt: (a) the sale or other
transfer of metallic and non-metallic minerals, metals, industrial minerals or fertilizers in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified amount of such
metallic and non-metallic minerals, metals, industrial minerals or fertilizers, (b) the sale or other transfer of any other interest in Property of the character commonly referred to as a “production payment” and (c) the purchase of any
assets or services on deferred payment terms, where payment is deferred for no more than 90 days. 
 
“Exempted Debt” means the sum, without duplication, of the following items to the extent such items are outstanding as of the
date Exempted Debt is being determined: (i) Debt of the Guarantors, the Company and the Restricted Subsidiaries incurred after the date of initial issuance of the Securities pursuant to this Indenture and secured by Liens created, incurred or
assumed other than any Permitted Liens referred to in clauses (1) through (8) of the definition of Permitted Liens below and (ii) Attributable Debt of the Guarantors, the Company and the Restricted Subsidiaries in respect of sale and leaseback
transactions other than Permitted Sale and Leaseback Transactions entered into in accordance with Section 1009. 
 
“Liens” means, with respect to any Property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such Property but does not include any provision for the set-off of debts or other amounts or any retention of title arrangement with respect to deferred payment terms that is repaid within 180 days following entry into such retention of
title arrangement in each case in circumstances where the arrangement or transaction is entered into primarily for purposes other than the raising of Debt or of financing the acquisition of an asset. 
 
“Parent Guarantor” means WMC Resources Limited.

 

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“Permitted Liens” means 
 
(1) Liens on Property of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Liens were not entered into in contemplation of the transaction whereby such Person became a Restricted
Subsidiary and do not extend to any assets of the Company, the Guarantors or any other Restricted Subsidiary other than such Property; 
 
(2) Liens to secure Debt of a Guarantor, the Company or a Restricted Subsidiary to any of the other Guarantors, the
Company or another Restricted Subsidiary (as applicable); 
 
(3) Liens to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like
nature arising in the ordinary course of business in Australia (exclusive of obligations for the payment of borrowed money); 
 
(4) Liens on any Property existing at the time such Property is acquired by any of the Guarantors, the Company or a
Restricted Subsidiary, whether by merger, consolidation, purchase of assets or otherwise, provided that such Liens were not entered into in contemplation of such merger, consolidation or purchase and do not extend to any assets of the Company, the
Guarantors or any other Restricted Subsidiary other than such Property; 
 
(5) Liens existing as of the date of issuance of such series of Securities; 
 
(6) Liens on any Property (including any improvements thereon) acquired or constructed by a Guarantor or any Restricted
Subsidiary after the date of initial issuance of such Series of Securities to secure the payment of all or any part of the purchase price or cost of construction or improvement of such Property (or to secure any indebtedness incurred by such
Guarantor or Restricted Subsidiary for the purpose of financing all or any part of the purchase price thereof or cost of construction thereof or of improvements thereon) created prior to, at the time of, or within 180 days after the later of the
acquisition, completion of construction or commencement of commercial operation of such Property, provided that the principal moneys secured thereby do not exceed the cost of such acquisition, construction or improvement and no such Lien shall
extend to any other Property of such Guarantor or Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which such Property so constructed, or the improvement, is located;

 
(7) any attachment or judgment
Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;

 
(8) any extension, renewal or
replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in clauses (1) to (7), inclusive, for amounts not exceeding the principal amount of Debt at such time secured by such Lien so extended,
renewed or replaced, provided that such extension, renewal or replacement Lien is limited to all or a part of the same Property that secured the Lien extended, renewed or replaced (plus improvements thereon or additions or accessions thereto as
permitted in the foregoing clauses (1) through (7)); and 
 

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(9) in addition to the foregoing clauses (1) through (8), the Guarantors, the Company and the Restricted Subsidiaries may issue, create, incur or assume any Lien upon any of their respective Property in order to secure Debt; provided
that at the time of such issuance, creation, incurrence, assumption and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. 
 
“Principal Property” means any mine, plant or other facility, the land upon which it stands and the fixtures that are part of
it, (i) that is used primarily for mining and processing and is located in Australia and (ii) the net book value of which exceeds 1% of Net Tangible Assets. 
 
“Property” of any Person means all types of real, personal, tangible, intangible or mixed property (including contractual
rights) owned by such Person whether or not included in the most recent consolidated balance sheet of such Person under Australian generally accepted accounting principles. 
 
“Restricted Subsidiary” means (1) any Subsidiary (i) with substantially all its Property located
in, or carrying on substantially all its business within, Australia and (ii) which owns or leases a Principal Property and (2) any Subsidiary engaged primarily in the business of owning or holding, directly or indirectly, securities of any
Restricted Subsidiary. 
 
SECTION
1009. Limitation On Sale And Leaseback. 
 
For so
long as any Securities remain Outstanding under this Indenture, the Guarantors will not, and the Parent Guarantor will not permit the Company or any Restricted Subsidiary to, enter into any arrangement with any Person (not including any of the
Guarantors or any Restricted Subsidiary directly or indirectly wholly owned by the Parent Guarantor), providing for the leasing by any of the Guarantors, the Company or any Restricted Subsidiary for a period, including renewals, in excess of three
years of any Property which has been owned by any of the Guarantors, the Company or any Restricted Subsidiary for more than 270 days and which has been or is to be sold or transferred by such Guarantor, the Company or such Restricted Subsidiary to
such Person or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such Person on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless such Guarantor,
the Company or such Restricted Subsidiary, within 180 days after the sale or transfer will have been made applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or
(B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as reasonably determined by any two executive officers and/or Directors of the Parent Guarantor) (i) to the retirement of Debt (other
than Debt of any of the Guarantors, the Company or any Restricted Subsidiary (or any other obligor on the Securities) that is subordinated to any of the Securities then Outstanding) incurred or assumed by any of the Guarantors, the Company or any
Restricted Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of
any of the Guarantors, the Company or any Restricted Subsidiary (herein referred to as a “Permitted Sale and Leaseback Transaction”). 
 
Notwithstanding the foregoing, any of the Guarantors, the Company or any Restricted Subsidiary may enter into sale and leaseback
transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall
restrict the ability of any Subsidiaries of the Parent Guarantor (other than any of the other Guarantors, the Company or any other Restricted Subsidiary) to enter into sale and leaseback transactions. 
 

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SECTION 1010. Waiver Of Certain Covenants. 
 
Except as otherwise specified as contemplated by Section 301 for Securities of any series, the Company and the Guarantor may, with respect to the Securities of such series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1005, 1006, 1008 or 1009, inclusive, if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and effect. 
 
ARTICLE ELEVEN 
 
Redemption Of Securities 
 
SECTION 1101. Applicability Of Article. 
 
Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article. 
 
SECTION 1102. Election To Redeem; Notice To Trustee. 
 
The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee 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 1103. 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), 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, by such method as the Trustee shall deem fair and appropriate 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, 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. 
 

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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. 
 
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. 
 
SECTION 1104. 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 his address appearing in the Security Register. 
 
All notices of redemption shall state: 
 
(1) the Redemption Date, 
 
(2) the Redemption Price, or the formula
pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time notice is given, 
 
(3) the CUSIP or other identifying number of such Securities to be redeemed, 
 
(4) if less than all the Outstanding
Securities of any series 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, in the case of any such Security of such series
to be redeemed in part, that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the remaining unpaid principal amount thereof will be issued as provided in
Section 1107, 
 
(5) 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, 
 
(6) the place or places where such Securities
are to be surrendered for payment of the Redemption Price plus accrued interest, if any, and 
 
(7) that the redemption is for a sinking fund, if such is the case. 
 
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 1105. Deposit of Redemption Price. 
 
Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the 

 

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Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

 
SECTION 1106. Securities
Payable on Redemption Date. 
 
Notice of
redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security or
portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, instalments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to
their terms and the provisions of Section 307. 
 
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 1107.
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 his attorney duly authorized in writing), and the Company shall execute, the Guarantor shall execute the notation of the Guarantee pursuant to Article Fourteen of the Guarantee endorsed thereon, 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. 
 
SECTION 1108. Optional Redemption Due to Changes in Tax Treatment 
 
If at any time as the result of any change in or any
amendment to the laws, regulations or published tax rulings of Australia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such
laws, regulations or published tax rulings either generally or in relation to any particular Securities (or the Guarantee thereof), which change or amendment becomes effective on or after the original issue date of such Securities or which change in
official administration, application or interpretation shall not have been available to the public prior to such issue date, the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or
the terms of any Security or the Guarantee thereof (1) in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantor, a payment in respect of such interest were required to be made by the Guarantor under
the Guarantee thereof on such Interest Payment Date), or (2) in respect of the principal of any Original Issue Discount Securities on the date of such determination, assuming such principal were required to be paid on such date under the terms of
the Securities (and assuming, in the case of the Guarantor, that a payment in respect of such principal were required to be made by it on such date 

 

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pursuant to the Guarantee thereof), and the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures
available to the Company or any Guarantor, in either case the Company may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as
provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus accrued and unpaid interest (including Additional Amounts), if any, to the date fixed for redemption (except that any such Securities
that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest
date on which the Company or the Guarantor, as the case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof then due, and (b) at the time any such redemption notice is given,
such obligation to pay such Additional Amounts must remain in effect. If (1) the Company or Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and
assets substantially as an entirety to, any successor Person referred to in Section 801(3) or any Guarantor or any Subsidiary of any Guarantor shall have on a Succession Date assumed and succeeded to the obligations of the Company (or any Person
which shall have previously assumed the obligations of the Company) pursuant to Section 803, and (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of the jurisdiction of incorporation or
organization of such successor Person, as applicable, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations
or published tax rulings either generally or in relation to any particular Securities (or the Guarantee thereof), which change or amendment, in the case of any jurisdiction other than Australia, becomes effective on or after the Succession Date or
which change in official administration, application or interpretation, in the case of any jurisdiction other than Australia, shall not have been available to the public prior to such Succession Date, such successor Person would be required to pay
any successor Additional Amounts pursuant to Section 801(3) or Section 803(2) hereof or the terms of any Security or the Guarantee thereof (i) in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the
case of a successor Guarantor, that a payment in respect of such interest were required to be made by such successor Guarantor under the Guarantee on such Interest Payment Date), or (ii) in respect of the principal of any Original Issue Discount
Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities and, in the case of a successor Guarantor, that a payment in respect of such principal were required to be
made by such successor Guarantor on such date pursuant to the Guarantee), and the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company, any Guarantor or successor Person, the Company or
the successor Person may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written
notice as provided herein, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including Additional Amounts) to the date fixed for redemption (except that any such Securities that are Outstanding
Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a
Person would be obligated to pay such successor Additional Amounts, and (2) at the time any such redemption notice is given, such obligation to pay such successor Additional Amounts must remain in effect. 
 
Prior to any redemption of any Securities pursuant to this
Section, the Company or a successor Person shall provide the Trustee with an Opinion of Counsel that the conditions precedent or a successor Person to the right of the Company to redeem such Securities pursuant to this Section have occurred which
Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect 

 

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on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date, and a certificate signed by an
authorized officer of the Company or successor Person, as the case may be, stating that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company, any Guarantor or successor Person.

 
ARTICLE TWELVE 
 
Sinking Funds 
 
SECTION 1201. Applicability of Article.

 
The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities. 
 
The minimum amount of any sinking fund payment provided for by the terms of any Securities 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 such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities. 
 
SECTION 1202. Satisfaction of Sinking Fund
Payments with Securities. 
 
The Company (1) may
deliver Outstanding Securities of a series (other than any previously called for redemption) in respect of which a mandatory sinking fund payment is to be made and (2) may apply as a credit Securities of such a series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly. 
 
SECTION 1203. Redemption of Securities for Sinking Fund. 
 
Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such 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 pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 60 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

 

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ARTICLE
THIRTEEN 
 
Defeasance and Covenant Defeasance

 
SECTION 1301. Option to Effect
Defeasance or Covenant Defeasance. 
 
The Company
or the Guarantor may elect, at its option at any time, to have Section 1302 or Section 1303 applied to the Outstanding Securities of any series (a “Defeasible Series”), designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in
another manner specified as contemplated by Section 301 for such Securities. 
 
SECTION 1302. Defeasance and Discharge. 
 
Upon the Company’s or the Guarantor’s exercise of its option (if any) to have this Section applied to the Outstanding Securities of any Defeasible Series, the Company and the Guarantor shall
be deemed to have been discharged from their respective obligations with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter
called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have
satisfied all their other respective obligations under the Securities of such series and this Indenture insofar as the Securities of such series 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: (1) the rights of Holders of Securities of such series to receive, solely from the trust fund described in Section 1304 and as
more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Company’s and the Guarantor’s obligations with respect to the
Securities of such series under Sections 304, 305, 306, 1002 and 1003, (3) the rights (including without limitation, the rights set forth in Section 607), powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject
to compliance with this Article, the Company or the Guarantor may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to the Outstanding
Securities of such series. 
 
SECTION 1303. Covenant Defeasance. 
 
Upon the Company’s or the Guarantor’s exercise of its option (if any) to have this Section applied to the Securities of any Defeasible Series, (1) the Company and the Guarantor shall be released from their respective
obligations under Section 801, 1005, 1006, 1008 and 1009, inclusive, and any covenants provided pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section
501(4) (with respect to any of Section 801, Sections 1005 (except with respect to maintaining its corporate existence), 1006, 1008 and 1009, inclusive, Article Fourteen and any such covenants provided pursuant to Section 301(20), 901(2) or 901(7)),
501(5) and 501(10)) shall be deemed not to be or result in an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Company and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified 

 

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Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected
thereby. 
 
SECTION 1304.
Conditions to Defeasance or Covenant Defeasance. 
 
The following shall be the conditions to the application of Section 1302 or Section 1303 to the Outstanding Securities of any Defeasible Series: 
 
(1) The Company or the Guarantor, as the case may be, shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to, the benefit of, the Holders of the Outstanding Securities of such series, (A) money in an amount, or (B) Eligible Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, 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 (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. 
 
(2) In the event of an election to have
Section 1302 apply, the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company or the Guarantor has received from, or there has been published by, the United States Internal Revenue Service a
ruling or (B) since the date of this instrument, there has been a change in the applicable United States 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 the
Outstanding Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series
and will be subject to United States 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 1303 apply, the Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for
United States Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to United States 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. 
 
(4) The Company or the Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that the
Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit. 
 

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(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Outstanding Securities of such series shall have occurred and be continuing at the time of such deposit or, with
regard to any such event specified in Sections 501(6) through (9), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

 
(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 or the Guarantor (or any other obligor on the Defeasible Series) 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 or the Guarantor 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 1305. Deposited Money and Eligible
Obligations to be Held in Trust; Miscellaneous Provisions. 
 
Subject to the provisions of the last paragraph of Section 1003, all money and Eligible Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Defeasible Series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such
Defeasible Series, 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. 
 
The Company or the Guarantor, as the case may be, shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Eligible Obligations deposited pursuant to Section 1304 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 or the Guarantor, as the case may be, from time to time upon Company Request any money or
Eligible Obligations held by it as provided in Section 1304 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. 
 

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SECTION 1306. Reinstatement. 
 
If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities 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 and the Guarantor, have been discharged or released pursuant to Section 1302 or 1303 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 money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article;
provided, however, that if the Company or the Guarantor makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company or the Guarantor shall be subrogated to the
rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 
 
ARTICLE FOURTEEN 
 
Guarantee of Securities 
 
SECTION 1401. Guarantee 
 
The Guarantor hereby unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of
original issue discount) of and any premium and interest on such Security (and any Additional Amounts payable by the Company in respect thereof), and the due and punctual payment of any sinking fund payments provided for pursuant to terms of such
Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantor hereby
agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any
Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of any Security of any
series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of the Guarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced
thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to any Security except by
payment in full of the principal thereof and any premium and interest thereon (and any Additional Amounts payable by the Company in respect thereof) or as provided in Article Four, Section 802 or Article Thirteen. The Guarantor further agrees that,
as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. 
 

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The Guarantor
shall be subrogated to all rights of each Holder of Securities against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor (and any Additional Amounts
payable in respect thereof) shall have been paid in full. 
 
No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 1401 by reason of his or its status as such
stockholder, officer, director, employee or incorporator. 
 
The Guarantee set forth in this Section 1401 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the
Trustee. 
 
SECTION 1402.
Execution of Guarantee 
 
To evidence its
guarantee to the Holders specified in Section 1401, the Guarantor hereby agrees to execute the notation of the Guarantee in substantially the form set forth in Section 204 to be endorsed on each Security authenticated and delivered by the Trustee.
The Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. Each such notation of the Guarantee shall be signed
on behalf of the Guarantor, by any Authorized Officer, prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the due authentication thereof by the Trustee hereunder, shall
constitute due delivery of the Guarantee on behalf of the Guarantor. Such signatures upon the notation of the Guarantee may be manual or facsimile signatures of any present, past or future such Authorized Officers and may be imprinted or otherwise
reproduced below the notation of the Guarantee, and in case any such Authorized Officer who shall have signed the notation of the Guarantee shall cease to be such Authorized Officer before the Security on which such notation is endorsed shall have
been authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the notation of the Guarantee had not ceased to be such
Authorized Officer of the Guarantor. 
 

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 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above written. 
  

	 WMC FINANCE (USA) LIMITED

		
	 By
	 	 /s/    Bruce Brook


	 	 	 Name: Bruce Brook

	 	 	 Title: Chief Financial Officer

	
	 WMC RESOURCES LTD

		
	 By
	 	 /s/    Bruce Brook


	 	 	 Name: Bruce Brook

	 	 	 Title: Chief Financial Officer

	
	 THE BANK OF NEW YORK

		
	 By
	 	 /s/    Vanessa Loh


	 	 	 Name: Vanessa Loh

	 	 	 Title: Assistant Vice President



  

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