Form of Indenture for Debt Securities



 Exhibit 4.7 

 RAYONIER INC. 
 as Issuer

  
 and 
  

	                             

  
 as Trustee

  
 INDENTURE 
  
 Dated as of
                         
  








 CROSS-REFERENCE TABLE 
  

	 TIA Section

	  	Indenture Section


	 310
	 	 (a)
	  	7.10
	 	 	 (b)
	  	7.10
	 	 	 (c)
	  	N.A.
	 311
	 	 (a)
	  	7.11
	 	 	 (b)
	  	7.11
	 	 	 (c)
	  	N.A.
	 312
	 	 (a)
	  	5.01
	 	 	 (b)
	  	5.02
	 	 	 (c)
	  	5.02
	 313
	 	 (a)
	  	5.03
	 	 	 (b)
	  	5.03
	 	 	 (c)
	  	13.03
	 	 	 (d)
	  	5.03
	 314
	 	 (a)
	  	4.05
	 	 	 (b)
	  	N.A.
	 	 	 (c)(1)
	  	13.05
	 	 	 (c)(2)
	  	13.05
	 	 	 (c)(3)
	  	N.A.
	 	 	 (d)
	  	N.A.
	 	 	 (e)
	  	13.05
	 	 	 (f)
	  	N.A.
	 315
	 	 (a)
	  	7.01
	 	 	 (b)
	  	6.07 & 13.03
	 	 	 (c)
	  	7.01
	 	 	 (d)
	  	7.01
	 	 	 (e)
	  	6.08
	 316
	 	 (a) (last sentence)
	  	1.01
	 	 	 (a)(1)(A)
	  	6.06
	 	 	 (a)(1)(B)
	  	6.06
	 	 	 (a)(2)
	  	9.01(d)
	 	 	 (b)
	  	6.04
	 	 	 (c)
	  	5.04
	 317
	 	 (a)(1)
	  	6.02
	 	 	 (a)(2)
	  	6.02
	 	 	 (b)
	  	4.04
	 318
	 	 (a)
	  	13.07


 N.A. means Not Applicable 
 NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of this Indenture. 







 TABLE OF CONTENTS 
  

	 	  	 	  	Page


	 ARTICLE I
	  	 
	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 
			
	 Section 1.01.
	  	 Definitions
	  	1
	 Section 1.02.
	  	 Other Definitions
	  	6
	 Section 1.03.
	  	 Incorporation by Reference of Trust Indenture Act
	  	6
	 Section 1.04.
	  	 Rules of Construction
	  	6
		
	 ARTICLE II
	  	 
	 DEBT SECURITIES
	  	 
			
	 Section 2.01.
	  	 Forms Generally
	  	7
	 Section 2.02.
	  	 Form of Trustee’s Certificate of Authentication
	  	7
	 Section 2.03.
	  	 Principal Amount; Issuable in Series
	  	7
	 Section 2.04.
	  	 Execution of Debt Securities
	  	10
	 Section 2.05.
	  	 Authentication and Delivery of Debt Securities
	  	10
	 Section 2.06.
	  	 Denomination of Debt Securities
	  	12
	 Section 2.07.
	  	 Registration of Transfer and Exchange.
	  	12
	 Section 2.08.
	  	 Temporary Debt Securities
	  	13
	 Section 2.09.
	  	 Mutilated, Destroyed, Lost or Stolen Debt Securities
	  	14
	 Section 2.10.
	  	 Cancellation of Surrendered Debt Securities
	  	14
	 Section 2.11.
	  	 Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders
	  	15
	 Section 2.12.
	  	 Payment of Interest; Interest Rights Preserved.
	  	15
	 Section 2.13.
	  	 Securities Denominated in Dollars
	  	15
	 Section 2.14.
	  	 Wire Transfers
	  	15
	 Section 2.15.
	  	 Securities Issuable in the Form of a Global Security
	  	16
	 Section 2.16.
	  	 Medium Term Securities
	  	18
	 Section 2.17.
	  	 Defaulted Interest
	  	19
	 Section 2.18.
	  	 CUSIP and Corresponding “ISIN” Numbers
	  	20
		
	 ARTICLE III
	  	 
	 REDEMPTION OF DEBT SECURITIES
	  	 
			
	 Section 3.01.
	  	 Applicability of Article
	  	20
	 Section 3.02.
	  	 Notice of Redemption; Selection of Debt Securities
	  	20
	 Section 3.03.
	  	 Payment of Debt Securities Called for Redemption
	  	21
	 Section 3.04.
	  	 Mandatory and Optional Sinking Funds
	  	22
	 Section 3.05.
	  	 Redemption of Debt Securities for Sinking Fund
	  	22
		
	 ARTICLE IV
	  	 
	 PARTICULAR COVENANTS OF THE COMPANY
	  	 
			
	 Section 4.01.
	  	 Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities
	  	24

  

 ii 









	 Section 4.02.
	  	 Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities
	  	24
	 Section 4.03.
	  	 Appointment to Fill a Vacancy in the Office of Trustee
	  	25
	 Section 4.04.
	  	 Duties of Paying Agents, etc
	  	25
	 Section 4.05.
	  	 SEC Reports; Financial Statements
	  	26
	 Section 4.06.
	  	 Compliance Certificate
	  	26
	 Section 4.07.
	  	 Further Instruments and Acts
	  	26
	 Section 4.08.
	  	 Existence
	  	27
	 Section 4.09.
	  	 Maintenance of Properties
	  	27
	 Section 4.10.
	  	 Payment of Taxes and Other Claims
	  	27
	 Section 4.11.
	  	 Waiver of Certain Covenants
	  	27
	 Section 4.12.
	  	 Waiver of Stay, Extension or Usury Laws
	  	27
		
	 ARTICLE V
	  	 
	 HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE
	  	 
			
	 Section 5.01.
	  	 Company to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information
	  	28
	 Section 5.02.
	  	 Communications to Holders
	  	28
	 Section 5.03.
	  	 Reports by Trustee
	  	28
	 Section 5.04.
	  	 Record Dates for Action by Holders
	  	29
		
	 ARTICLE VI
	  	 
	 REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT
	  	 
			
	 Section 6.01.
	  	 Events of Default
	  	29
	 Section 6.02.
	  	 Collection of Debt by Trustee, etc.
	  	31
	 Section 6.03.
	  	 Application of Moneys Collected by Trustee
	  	32
	 Section 6.04.
	  	 Limitation on Suits by Holders
	  	33
	 Section 6.05.
	  	 Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default
	  	33
	 Section 6.06.
	  	 Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default
	  	34
	 Section 6.07.
	  	 Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances
	  	34
	 Section 6.08.
	  	 Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee
	  	34
		
	 ARTICLE VII
	  	 
	 CONCERNING THE TRUSTEE
	  	 
			
	 Section 7.01.
	  	 Certain Duties and Responsibilities
	  	35
	 Section 7.02.
	  	 Certain Rights of Trustee
	  	36
	 Section 7.03.
	  	 Trustee Not Liable for Recitals in Indenture or in Debt Securities
	  	37
	 Section 7.04.
	  	 Trustee, Paying Agent or Registrar May Own Debt Securities
	  	38
	 Section 7.05.
	  	 Moneys Received by Trustee to Be Held in Trust
	  	38
	 Section 7.06.
	  	 Compensation and Reimbursement
	  	38
	 Section 7.07.
	  	 Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed
	  	39

  

 iii 









	 Section 7.08.
	  	 Separate Trustee; Replacement of Trustee
	  	39
	 Section 7.09.
	  	 Successor Trustee by Merger
	  	40
	 Section 7.10.
	  	 Eligibility; Disqualification
	  	40
	 Section 7.11.
	  	 Preferential Collection of Claims Against Company
	  	41
	 Section 7.12.
	  	 Compliance with Tax Laws
	  	41
		
	 ARTICLE VIII
	  	 
	 CONCERNING THE HOLDERS
	  	 
			
	 Section 8.01.
	  	 Evidence of Action by Holders
	  	41
	 Section 8.02.
	  	 Proof of Execution of Instruments and of Holding of Debt Securities
	  	41
	 Section 8.03.
	  	 Who May Be Deemed Owner of Debt Securities
	  	42
	 Section 8.04.
	  	 Instruments Executed by Holders Bind Future Holders
	  	42
		
	 ARTICLE IX
	  	 
	 SUPPLEMENTAL INDENTURES
	  	 
			
	 Section 9.01.
	  	 Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders
	  	43
	 Section 9.02.
	  	 Modification of Indenture with Consent of Holders of Debt Securities
	  	44
	 Section 9.03.
	  	 Effect of Supplemental Indentures
	  	45
	 Section 9.04.
	  	 Debt Securities May Bear Notation of Changes by Supplemental Indentures
	  	46
		
	 ARTICLE X
	  	 
	 	  	 CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	  	 
			
	 Section 10.01.
	  	 Consolidations and Mergers of the Company
	  	46
	 Section 10.02.
	  	 Rights and Duties of Successor Company
	  	46
		
	 ARTICLE XI
	  	 
	 SATISFACTION AND DISCHARGE OF
 INDENTURE; DEFEASANCE; UNCLAIMED MONEYS
	  	 
			
	 Section 11.01.
	  	 Applicability of Article
	  	47
	 Section 11.02.
	  	 Satisfaction and Discharge of Indenture; Defeasance.
	  	47
	 Section 11.03.
	  	 Conditions of Defeasance
	  	48
	 Section 11.04.
	  	 Application of Trust Money
	  	49
	 Section 11.05.
	  	 Repayment to Company
	  	49
	 Section 11.06.
	  	 Indemnity for U.S. Government Obligations
	  	49
	 Section 11.07.
	  	 Reinstatement
	  	49
		
	 ARTICLE XII
	  	 
	 [RESERVED]
	  	 
		
	 ARTICLE XIII
	  	 
	 MISCELLANEOUS PROVISIONS
	  	 
			
	 Section 13.01.
	  	 Successors and Assigns of Company Bound by Indenture
	  	50
	 Section 13.02.
	  	 Acts of Board, Committee or Officer of Successor Company Valid
	  	50

  

 iv 









	 Section 13.03.
	  	 Required Notices or Demands
	  	50
	 Section 13.04.
	  	 Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York
	  	51
	 Section 13.05.
	  	 Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Company
	  	51
	 Section 13.06.
	  	 Payments Due on Legal Holidays
	  	52
	 Section 13.07.
	  	 Provisions Required by TIA to Control
	  	52
	 Section 13.08.
	  	 Computation of Interest on Debt Securities
	  	52
	 Section 13.09.
	  	 Rules by Trustee, Paying Agent and Registrar
	  	52
	 Section 13.10.
	  	 Severability
	  	52
	 Section 13.11.
	  	 Effect of Headings
	  	52
	 Section 13.12.
	  	 Indenture May Be Executed in Counterparts
	  	52

  

 v 








 THIS INDENTURE dated as of
                         is between Rayonier Inc., a North Carolina corporation (the “Company”), and
                        , a
                        , as trustee (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 debentures, notes, bonds or other evidences of indebtedness, to be issued in one or more series and unlimited as to aggregate principal amount (herein called the “Debt Securities”), all
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. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 That in order to declare the terms and conditions upon which the Debt Securities are to be authenticated, issued and delivered, and in consideration of
the premises, and of the purchase and acceptance of the Debt Securities by the Holders thereof, the Company and the Trustee covenant and agree with each other, for the benefit of the respective Holders from time to time of the Debt Securities, as
follows: 
  
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 Section 1.01. Definitions. 
  
 “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. The Trustee may request and may conclusively rely upon an
Officers’ Certificate to determine whether any Person is an Affiliate of any specified Person. 
  
 “Agent” means any Registrar or paying agent. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
  
 “Board of Directors” means the Board of Directors of Company or any
authorized committee of the Board of Directors of the Company or any directors and/or officers of the Company to whom such Board of Directors or such committee shall have duly delegated its authority to act hereunder. 
  
 “Business Day” means any day other than a Legal Holiday.

  

 1 








 The term “capital stock” of any Person means and includes any and all shares, rights to
purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and
joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity). 
  
 “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” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by the Chairman
of the Board, the President or a Vice President of the Company, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 

 
 “Custodian” means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law. 
  
 “Debt” of
any Person at any date means any obligation created or assumed by such Person for the repayment of borrowed money and any guarantee thereof. 
  
 “Debt Security” or “Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly means any
debt security or debt securities, as the case may be of any series authenticated and delivered under this Indenture. 
  
 “Default” means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default. 

 
 “Depositary” means, unless otherwise specified by the Company
pursuant to either Section 2.03 or 2.15, with respect to Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Exchange Act or other applicable statute or regulations. 
  
 “Dollar” or “$” means such currency of the United States as at the time of payment is legal tender for the payment of public and
private debts. 
  
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any successor statute. 
  
 “Floating Rate Security” means a Debt Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest rate index specified pursuant to Section 2.03. 
  
 “GAAP” means generally accepted accounting principles in the United
States, as in effect from time to time. 
  

 2 








 “Global Security” means with respect to any series of Debt Securities issued hereunder, a Debt
Security which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and any Indentures supplemental hereto, or resolution
of the Board of Directors and set forth in an Officers’ Certificate, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount
of, all the Outstanding Debt Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due and interest rate or method of
determining interest. 
  
 The term “guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a
corresponding meaning. 
  
 “Holder,” “Holder of
Debt Securities” or other similar terms means, a Person in whose name a Debt Security is registered in the Debt Security Register (as defined in Section 2.07(a)). 
  
 “Indenture” means this instrument as originally executed, or, if amended or supplemented as herein provided, as so
amended or supplemented and shall include the form and terms of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental Indenture is entered into with respect thereto. 
  
 “Issue Date” means, with respect to a series of Debt Securities,
the date of original issuance of such series. 
  
 “Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of Houston, Texas, City of New York, New York or at a Place of Payment are authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
  
 “Lien” means, with respect to any asset, any mortgage, lien,
security interest, pledge, charge or other encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law. 
  
 “Officer” means, with respect to a Person, the Chairman of the Board, the President, any Vice President (whether
unmodified or prefaced by “Senior,” “Assistant” or any other 

  

 3 








 
designation), the Treasurer, any Assistant Treasurer, Controller, Secretary, or any Assistant Secretary of such Person. 
  
 “Officers’ Certificate” means a certificate signed by two
Officers of the Company, one of whom must be the Company’s chief executive officer, chief financial officer or chief accounting officer. 
  
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee. 
  
 “Original Issue Discount
Debt Security” means any Debt Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. 
  
 “Outstanding,” when used with respect to any series of Debt
Securities, means, as of the date of determination, all Debt Securities of that series theretofore authenticated and delivered under this Indenture, except: 
  

	 	(a)	 	Debt Securities of that series theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

  

	 	(b)	 	Debt Securities of that series 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) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own paying agent) for the Holders of such Debt Securities; provided, that, if such Debt Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 

  

	 	(c)	 	Debt Securities of that series which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt
Securities are valid obligations of the Company; 

  
 provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned
by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Trust Officer actually knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt
Securities or an Affiliate of the Company or of such other obligor. In determining whether the Holders of the requisite principal amount of 

  

 4 








 
Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Debt Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 6.01. 
  
 “Person”
means any individual, corporation, partnership, joint venture, limited liability company, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision
thereof or other entity of any kind. 
  
 “Redemption
Date,” when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond
the control of the issuer unless such contingency has occurred). 
  
 “Subsidiary” means, with respect to any Person, 
  

	 	(1)	 	any other Person of which more than 50% of the total voting power of capital interests (without regard to any contingency to vote in the election of directors, managers, trustees,
or equivalent persons), at the time of such determination, is owned or controlled, directly or indirectly, by such Person or one or more of the Subsidiaries of such Person; 

  

	 	(2)	 	in the case of a partnership, any Person of which more than 50% of the partners’ capital interests (considering all partners’ capital interests as a single class), at the
time of such determination, is owned or controlled, directly or indirectly, by such Person or one or more of the Subsidiaries of such Person; or 

  

	 	(3)	 	any other Person in which such Person or one or more of the Subsidiaries of such Person have the power to control, by contract or otherwise, the board of directors, managers,
trustees or equivalent governing body of, or otherwise control, such other Person. 

  
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date of this Indenture as
originally executed and, to the extent required by law, as amended. 
  
 “Trustee” initially means                         
                        
                         and any other Person or Persons appointed as such from time to time pursuant to Section 7.08,
and, subject to the provisions of Article VII, includes its or their successors and assigns. If at any time there is more than one 

  

 5 








 
such Person, “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of that
series. 
  
 “Trust Officer” means any officer or
assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
  
 “United States” means the United States of America (including the states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction. 
  
 “U.S.
Government Obligations” means direct obligations of the United States of America, obligations on which the payment of principal and interest is fully guaranteed by the United States of America or obligations or guarantees for the payment of
which the full faith and credit of the United States of America is pledged. 
  
 “Yield to Maturity” means the yield to maturity, calculated at the time of issuance of a series of Debt Securities, or, if applicable, at the most recent redetermination of interest on such series and
calculated in accordance with accepted financial practice. 
  
 Section 1.02. Other Definitions. 
  

	 Term

	  	 Defined in Section


	 “Debt Security Register”
	  	2.07
	 “Defaulted Interest”
	  	2.17
	 “Event of Default”
	  	6.01
	 “Place of Payment”
	  	2.03
	 “Registrar”
	  	2.07
	 “Successor Company”
	  	10.01

  
 Section 1.03.
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 All terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04. Rules of Construction. Unless the context otherwise requires: 
  
 (a) a term has the meaning assigned to it; 
  
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (c) “or” is not exclusive; 
  
 (d) words in the singular include the plural, and in the plural include the
singular; 
  
 (e) provisions apply to successive events and
transactions; and 
  

 6 








 (f) the principal amount of any noninterest bearing or other discount security at any date shall be the
principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP. 
  
 ARTICLE II 
 DEBT SECURITIES

  
 Section 2.01. Forms Generally. The Debt Securities
of each series shall be in substantially the form established without the approval of any Holder by or pursuant to a resolution of the Board of Directors 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 the Company may deem
appropriate (and, if not contained in a supplemental Indenture entered into in accordance with Article IX, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such Debt Securities as
evidenced by their execution of the Debt Securities. 
  
 The
definitive Debt Securities of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution
of such Debt Securities. 
  
 Section 2.02. Form of
Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Debt Securities authenticated by the Trustee shall be in substantially the following form: 
  
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Debt Securities of the series designated therein referred
to in the within-mentioned Indenture. 
  

	
 As Trustee

		
	 By:
	 	  


	 	 	Authorized Signatory


  
 Section 2.03.
Principal Amount; Issuable in Series. The aggregate principal amount of Debt Securities which may be issued, executed, authenticated, delivered and outstanding under this Indenture is unlimited. 
  
 The Debt Securities may be issued in one or more series in fully registered
form. There shall be established, without the approval of any Holders, in or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or established in one or more 

  

 7 








 
Indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following: 
  
 (a) the title of the Debt Securities of the series (which shall distinguish
the Debt Securities of the series from all other Debt Securities); 
  
 (b) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Article II); 
  
 (c) the date or dates on which the principal of and premium, if any, on the Debt Securities of the series are payable; 
  
 (d) the rate or rates (which may be fixed or variable) at which the Debt
Securities of the series shall bear interest, if any, or the method of determining such rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, or the method by
which such date will be determined, the record dates for the determination of Holders thereof to whom such interest is payable; and the basis upon which interest will be calculated if other than that of a 360-day year of twelve thirty-day months;

  
 (e) the place or places, if any, in addition to or instead of
the corporate trust office of the Trustee, where the principal of, and premium, if any, and interest on, Debt Securities of the series shall be payable (“Place of Payment”); 
  
 (f) the price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities
of the series may be redeemed, in whole or in part, at the option of the Company or otherwise; 
  
 (g) the terms, if any, upon which the Debt Securities of the series may be convertible into or exchanged for capital stock (which may be represented by depositary shares), other Debt Securities or warrants for capital
stock or Debt or other securities of any kind of the Company or any other obligor and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those described herein; 
  
 (h) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the price or prices
at which and the period or periods within which and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations; 
  
 (i) if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which Debt Securities of the series shall be issuable; 
  
 (j) if the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined;

  

 8 








 (k) if the principal amount payable at the Stated Maturity of Debt Securities of the series will not be
determinable as of any one or more dates prior to such Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any
maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); 
  
 (l) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option pursuant to Section 11.02(b); 
  
 (m) if the Debt Securities of the series are entitled to the benefits of any guarantees by any of the Subsidiaries of the Company; 
  
 (n) if other than the principal amount thereof, the portion of the principal
amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02; 
  
 (o) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Debt Securities of the series of any properties, assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to provisions of this Indenture
as currently in effect; 
  
 (p) any addition to or change in the
Events of Default with respect to the Debt Securities of the series and any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such Debt Securities due and payable; 
  
 (q) if the Debt Securities of the series shall be issued in whole or in part
in the form of a Global Security or Securities, the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Debt Securities in definitive registered form; and the
Depositary for such Global Security or Securities and the form of any legend or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legend referred to in Section 2.15(a); 
  
 (r) any trustees, authenticating or paying agents, transfer agents or
registrars; 
  
 (s) the applicability of, and any addition to or
change in the covenants and definitions currently set forth in this Indenture or in the terms currently set forth in Article X, including conditioning any merger, conveyance, transfer or lease permitted by Article X upon the satisfaction of any Debt
coverage standard by the Company and Successor Company (as defined in Article X); 
  
 (t) with regard to Debt Securities of the series that do not bear interest, the dates for certain required reports to the Trustee; and 
  
 (u) any other terms of the Debt Securities of the series (which terms shall not be prohibited by the provisions of this
Indenture). 
  

 9 








 All Debt Securities of any one series shall be substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to such resolution of the Board of Directors and as set forth in such Officers’ Certificate or in any such Indenture supplemental hereto. 
  
 Section 2.04. Execution of Debt Securities. The Debt Securities shall
be signed on behalf of the Company by the Chairman of the Board, the President or a Vice President of the Company and, if the seal of the Company is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an
Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the
Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. 
  
 Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the
Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so
authenticated has been duly authenticated and delivered hereunder. 
  
 In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the
Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such
officer. 
  
 Section 2.05. Authentication and Delivery of Debt
Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver to the Trustee for authentication Debt Securities of any series executed by the Company, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon a Company Order. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled
to receive, and (subject to Section 7.01) shall be fully protected in relying upon: 
  
 (a) a copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the Company, authorizing the terms of issuance of any series of Debt Securities; 

 
 (b) an executed supplemental Indenture, if any; 
  
 (c) an Officers’ Certificate; and 
  
 (d) an Opinion of Counsel prepared in accordance with Section 13.05 which
shall also state: 
  

 10 








 (i) that the form of such Debt Securities has been established by or pursuant to a
resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture; 
  
 (ii) that the terms of such Debt Securities have been established by or pursuant to a resolution of the Board of Directors or by a
supplemental Indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture; 
  
 (iii) that such Debt Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally and rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; 
  
 (iv) that the Company has the corporate power to issue such
Debt Securities and has duly taken all necessary corporate action with respect to such issuance; 
  
 (v) that the issuance of such Debt Securities will not contravene the organizational documents of the Company or result in any material
violation of any of the terms or provisions of any law or regulation or of any material indenture, mortgage or other agreement known to such counsel by which the Company is bound; 
  
 (vi) that authentication and delivery of such Debt Securities and the execution and delivery of any
supplemental Indenture will not violate the terms of this Indenture; and 
  
 (vii) such other matters as the Trustee may reasonably request. 
  
 Such Opinion of Counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of
the United States. 
  
 The Trustee shall have the right to decline
to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors, trustees or officers (or any combination thereof) shall determine that such action would expose the Trustee to personal liability to existing Holders. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. 
  

 11 








 Unless otherwise provided in the form of Debt Security for any series, each Debt Security shall be dated
the date of its authentication. 
  
 Section 2.06. Denomination
of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of each series shall be issuable only as fully registered Debt Securities in such Dollar denominations as shall be specified or
contemplated by Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 

 
 Section 2.07. Registration of Transfer and Exchange. 
  
 (a) The Company shall keep or cause to be kept a register for each series of
Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of all Debt
Securities and the transfer of Debt Securities as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer
of any Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a
new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. 
  
 Unless and until otherwise determined by the Company by resolution of the Board of Directors, the Debt Security Register
shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” 
  
 Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. 
  
 (b) All Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by
the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder or his attorney duly
authorized in writing. 
  
 All Debt Securities issued in exchange
for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. 
  
 No service charge shall be made for any exchange or registration of transfer
of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum 

  

 12 








 
sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in
this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. 
  
 The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. 
  
 Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent
or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to
Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary.

  
 None of the Company, the Trustee, any agent of the Trustee,
any paying agent or any Registrar will have any responsibility or liability for (i) any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security, (ii) maintaining, supervising or
reviewing any records relating to such beneficial ownership interests, (iii) any failure of the Depositary for such Global Security to process any notices to Holders required or permitted hereunder, (iv) any selection of beneficial ownership
interests to be redeemed in connection with any redemption hereunder, or (v) any other action taken by such Depositary for or on behalf of the owners of such beneficial interests. 
  
 Section 2.08. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the
Company may execute and the Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced) of any authorized denomination, and substantially in the form of the definitive Debt
Securities in lieu of which they are issued, in registered form with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Debt Securities. 
  
 If temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of
such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series at the office or agency of the Company at a Place of Payment
for such series, without charge to the Holder thereof, except as provided in Section 2.07 in connection with a transfer. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of the same series of authorized 

  

 13 








 
denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Debt Securities of such series. 
  
 Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities represented thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount to be exchanged and endorsed. 
  
 Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If
(a) any mutilated Debt Security is surrendered to the Trustee at its corporate trust office or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by them to save each of them and any paying agent harmless, and neither the Company nor the Trustee receives notice that such Debt Security has been acquired by a bona fide
purchaser, then the Company shall execute and, upon a Company Order, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the same series of
like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding. Upon the issuance of any substituted Debt Security, the Company or the Trustee may require the payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or which has been called for redemption shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish the Company and the Trustee with such security or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Debt Security and of the ownership thereof. 
  
 Every substituted Debt Security of any series issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities of that series duly issued hereunder. All Debt Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement
or payment of negotiable instruments or other securities without their surrender. 
  
 Section 2.10. Cancellation of Surrendered Debt Securities. All Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to 

  

 14 








 
the Company or any paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or if surrendered to the Trustee, shall be canceled by
it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be destroyed (subject to the record retention requirements of
the Exchange Act) and, upon request, a certification of their destruction shall be delivered to the Company. On request of the Company, the Trustee shall deliver to the Company canceled Debt Securities held by the Trustee. If the Company shall
acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the Debt represented thereby unless and until the same are delivered or surrendered to the Trustee for cancellation. The Company may
not issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation. 
  
 Section 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in
the Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, any other Persons indemnified pursuant to Section 7.06, the Holders or any Registrar or paying agent, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit of the parties hereto, any such indemnified
Persons, the Holders and any Registrar and paying agents. 
  
 Section 2.12. Payment of Interest; Interest Rights Preserved. 
  
 (a) Interest on any Debt Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to the Person in whose name such Debt Security is registered at the close of
business on the regular record date for such interest notwithstanding the cancellation of such Debt Security upon any transfer or exchange subsequent to the regular record date. Payment of interest on Debt Securities shall be made at the corporate
trust office of the Trustee (except as otherwise specified pursuant to Section 2.03), or at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register or, if
provided pursuant to Section 2.03 and in accordance with arrangements satisfactory to the Trustee, at the option of the Holder by wire transfer to an account designated by the Holder. 
  
 (b) Subject to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt Security of a particular series
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt
Security. 
  
 Section 2.13. Securities Denominated in
Dollars. Except as otherwise specified pursuant to Section 2.03 for Debt Securities of any series, payment of the principal of, and premium, if any, and interest on, Debt Securities of such series will be made in Dollars. 
  
 Section 2.14. Wire Transfers. Notwithstanding any other provision to
the contrary in this Indenture, the Company may make any payment of moneys required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or 
  

 15 








 
otherwise) by wire transfer in immediately available funds to an account designated by the Trustee before 11:00 a.m., New York City time, on the date such
moneys are to be paid to the Holders of the Debt Securities in accordance with the terms hereof. 
  
 Section 2.15. Securities Issuable in the Form of a Global Security. 
  
 (a) If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series are to
be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with Section 2.05, authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Company shall specify
in an Officers’ Certificate, shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s
instruction and shall bear a legend substantially to the following effect: 
  
 “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO HEREIN,” 
  
 or such other legend as may then be required by the
Depositary for such Global Security or Securities. 
  
 (b)
Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to the contrary, and subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole
or in part for definitive Debt Securities in registered form, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary for such Global Security,
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a 

  

 16 








 
successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. 
  
 (c) (i) If at any time the Depositary for a Global Security or Securities
notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or Securities or if at any time the Depositary for the Debt Securities for such series shall no longer be eligible or in good standing under the
Exchange Act or other applicable statute, rule or regulation, the Company shall appoint a successor Depositary with respect to such Global Security or Securities. If a successor Depositary for such Global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company shall execute, and the Trustee or its agent, upon receipt of a Company Order for the authentication and delivery of such individual
Debt Securities of such series in exchange for such Global Security or Securities, will authenticate and deliver, individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities in exchange for such Global Security or Securities. 
  
 (ii) The Company may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof issued or issuable in the
form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual
Debt Securities of such series in exchange in whole or in part for such Global Security or Securities, will authenticate and deliver individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such series or portion thereof in exchange for such Global Security or Securities. 
  
 (iii) If specified by the Company pursuant to Sections 2.01 and 2.03 with respect to Debt Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company, the
Trustee and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series shall authenticate and deliver, without
service charge, to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Security; and to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. 
  
 (iv) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate and
deliver individual Debt Securities. Upon the exchange of the entire principal amount of a Global 

  

 17 








 
Security for individual Debt Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the preceding paragraph,
Debt Securities issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall deliver such Debt Securities to the Persons in whose names such Debt Securities are so registered. 
  
 (v) Payments in respect of the principal of and interest on any Debt
Securities issued in the form of a Global Security and registered in the name of the Depositary or its nominee will be payable to the Depositary or such nominee in its capacity as the registered owner of such Global Security. The Company and the
Trustee may treat the Person in whose name the Debt Securities, including the Global Security, are registered as the owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Company, the
Trustee, any Registrar, the paying agent or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the beneficial ownership interests of the Global
Security by the Depositary or its nominee or any of the Depositary’s direct or indirect participants, or for maintaining, supervising or reviewing any records of the Depositary, its nominee or any of its direct or indirect participants relating
to the beneficial ownership interests of the Global Security, the payments to the beneficial owners of the Global Security of amounts paid to the Depositary or its nominee, or any other matter relating to the actions and practices of the Depositary,
its nominee or any of its direct or indirect participants. None of the Company, the Trustee or any such agent will be liable for any delay by the Depositary, its nominee, or any of its direct or indirect participants in identifying the beneficial
owners of the Debt Securities, and the Company and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes (including with respect to the registration and delivery,
and the respective principal amounts, of the Debt Securities to be issued). 
  
 Section 2.16. Medium Term Securities. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to
deliver to the Trustee an Officers’ Certificate, resolutions of the Board of Directors, supplemental Indenture, Opinion of Counsel or written order or any other document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or
prior to the time of authentication of each Debt Security of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first such Debt Security of such series to be
issued; provided, that any subsequent request by the Company to the Trustee to authenticate Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the
statements made in the Officers’ Certificate delivered pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such date and that the Opinion of Counsel delivered at or prior to such time of authentication of an original
issuance of Debt Securities shall specifically state that it shall relate to all subsequent issuances of Debt Securities of such series that are identical to the Debt Securities issued in the first issuance of Debt Securities of such series.

  

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 A Company Order delivered by the Company to the Trustee in the circumstances set forth in the preceding
paragraph, may provide that Debt Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time upon the telephonic or written order of Persons designated in such written
order (any such telephonic instructions to be promptly confirmed in writing by such Person) and that such Persons are authorized to determine, consistent with the Officers’ Certificate, supplemental Indenture or resolution of the Board of
Directors relating to such written order, such terms and conditions of such Debt Securities as are specified in such Officers’ Certificate, supplemental Indenture or such resolution. 
  
 Section 2.17. Defaulted Interest. Any interest on any Debt Security of a particular series which is payable, but is
not punctually paid or duly provided for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on
the relevant record date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below: 
  
 (i) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Debt Securities of such series are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements 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 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage pre-paid, to each Holder thereof at its address as it appears in the Debt Security
Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Debt Securities of such series are registered at the close of business on such special record date. 
  
 (ii) The Company may make payment of any Defaulted Interest on the Debt Securities of such series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt Securities of such series may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
  

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 Section 2.18. CUSIP and Corresponding “ISIN” Numbers. The Company in issuing the Debt
Securities may use “CUSIP” and Corresponding “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and corresponding “ISIN” numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP”
or “ISIN” numbers. 
  
 ARTICLE III 
 REDEMPTION OF DEBT SECURITIES 
  
 Section 3.01. Applicability of Article. The provisions of this Article shall be applicable to the Debt Securities of any series which are
redeemable before their Stated Maturity except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series. 
  
 Section 3.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series in accordance with their terms, by resolution of the Board of Directors or a supplemental Indenture, the Company shall fix a date for redemption and shall give notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 13.03. The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. 
  
 Each such notice of redemption shall specify the (i) Redemption Date, (ii) the redemption price at which Debt Securities of such series are to be redeemed
(or the method of calculating such redemption price), (iii) the Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities, (iv) that any interest accrued to the Redemption Date will be paid as
specified in said notice, (v) that the redemption is for a sinking fund payment (if applicable), (vi) that, unless otherwise specified in such notice, if the Company defaults in making such redemption payment, the paying agent is prohibited from
making such payment pursuant to the terms of this Indenture, (vii) that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue, (viii) that in the case of Original Issue Discount Securities
original issue discount accrued after the Redemption Date will cease to accrue, (ix) the provisions of the Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed and (x) that no representation is made
as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Debt Securities of that series. If less than all the Debt Securities of a series are to be redeemed at any time the notice of redemption
shall specify the certificate numbers of the Debt Securities of that series to be redeemed. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the Redemption Date, upon surrender of such Debt 

  

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Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof, will be issued. 
  
 At least five days but not more than 60 days before the giving of any notice
of redemption, unless the Trustee consents to a shorter period, the Company shall give written notice to the Trustee of the Redemption Date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein, and such notice may
be revoked at any time prior to the giving of a notice of redemption to the Holders pursuant to this Section 3.02. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by
the Company and given in writing to the Trustee, which record date shall be not less than three days after the date of notice to the Trustee. 
  
 By 11 a.m., New York City time, on the Redemption Date for any Debt Securities, 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) an amount of money in Dollars (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Debt Securities or any portions thereof that are
to be redeemed on that date, together with any interest accrued to the Redemption Date. 
  
 If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions) the Trustee shall select, on a pro rata basis, by lot or by such
other method as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Debt Security of such series is registered in
the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Debt Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities
selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such Redemption
Date, the principal, premium, if any, and interest shall bear interest until paid from the Redemption Date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be
redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption. 

 
 Section 3.03. Payment of Debt Securities Called for Redemption. If
notice of redemption has been given as provided in Section 3.02, the Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the Place or Places of
Payment stated in such notice at the applicable redemption price, together with any interest accrued to the Redemption Date, and on and after said date (unless the Company shall default in the payment of such Debt Securities at the applicable
redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for redemption shall cease 

  

 21 








 
to accrue, and any original issue discount in the case of Original Issue Discount Securities shall cease to accrue. On presentation and surrender of such
Debt Securities at the Place or Places of Payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued
thereon to the Redemption Date. 
  
 Any Debt Security that is to
be redeemed only in part shall be surrendered at the Place of Payment with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or
Debt Securities of the same series, of like tenor and form, 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 Debt Security so
surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination
equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt Security of the payment of the redeemed portion thereof. 
  
 Section 3.04. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as an “optional sinking fund payment.” 
  
 In lieu of making all or any part of any mandatory sinking fund payment with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore purchased or otherwise acquired by the Company or (b) receive credit for the principal amount of Debt Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, resolution or supplemental Indenture; provided, that such
Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Debt Securities, resolution or supplemental Indenture for redemption
through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 
  
 Section 3.05. Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, any resolution or supplemental Indenture, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion 

  

 22 








 
thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to this Section 3.05 (which Debt Securities, if
not previously redeemed, will accompany such certificate) and whether the Company intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall also state that no Event of
Default has occurred and is continuing with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, by 11 a.m., New York
City time, on the next succeeding sinking fund payment date. Failure of the Company to deliver such certificate (or to deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but such failure shall require that the
sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment
without the option to deliver or credit Debt Securities as provided in this Section 3.05 and without the right to make any optional sinking fund payment, if any, with respect to such series. 
  
 Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000 (or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series shall be applied by the
Trustee on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of such Debt Securities at
the redemption price specified in such Debt Securities, resolution or supplemental Indenture for operation of the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund moneys not so applied or allocated
by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with such payment, shall be applied in accordance with the provisions of this Section
3.05. Any and all sinking fund moneys with respect to the Debt Securities of any particular series held by the Trustee on the last sinking fund payment date with respect to Debt Securities of such series and not held for the payment or redemption of
particular Debt Securities shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of that series at its Stated Maturity.

  
 The Trustee shall select the Debt Securities to be redeemed
upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.02, and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the notice of redemption
shall also state that the Debt Securities are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Section 3.03.

  
 The Trustee shall not redeem any Debt Securities of a series
with sinking fund moneys or mail any notice of redemption of such Debt Securities by operation of the sinking fund for such series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph) with respect to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Debt Securities if cash sufficient for that purpose shall be 

  

 23 








 
deposited with the Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such Default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such Default or Event of Default, be held as security for the payment of such Debt
Securities; provided, however, that in case such Default or Event of Default or Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Debt Securities on
which such moneys may be applied pursuant to the provisions of this Section 3.05. 
  
 ARTICLE IV 
 PARTICULAR COVENANTS OF THE COMPANY 
  
 Section 4.01. Payment of Principal of, and Premium, If Any, and Interest
on, Debt Securities. The Company shall pay the principal of, premium, if any, and interest on, each series of Debt Securities at the respective times and places and in the manner provided in the Debt Securities or this Indenture. Each
installment of interest on the Debt Securities (other than Debt Securities represented by a Global Security) may at the Company’s option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section
2.07(a) to the address of such Person as it appears on the Debt Security Register. 
  
 Principal of and any premium and interest on Debt Securities of any series shall be considered paid on the date due if, by 11 a.m., New York City time, on such date the Trustee or any paying agent holds in accordance
with this Indenture money sufficient to pay in Dollars all principal, premium and interest then due. 
  
 The Company shall pay interest on overdue principal or premium, if any, at the rate specified therefor in the Debt Securities; and it shall pay interest
on overdue installments of interest at the same rate to the extent lawful. 
  
 Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in the Borough of Manhattan, The City of New York, an office or
agency where any series of Debt Securities may be presented for payment, and it shall also maintain (in or outside the Borough of Manhattan, The City of New York) an office or agency where any series of Debt Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of 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 the office of the Trustee where its corporate trust business is principally administered in the United States, 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 a series of Debt Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or 

  

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rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for
payment purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to each series of Debt Securities. 
  
 Section 4.04. Duties of Paying Agents, etc. The Company shall cause
each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04, 
  
 (i) that it will hold all sums held by it as such agent for
the payment of the principal of, and premium, if any, or interest on, the Debt Securities of any series (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit of
the Holders of the Debt Securities of such series; 
  
 (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of, and premium, if any, or interest on, the Debt Securities of
such series when the same shall be due and payable; and 
  
 (iii) that it will at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held by it as such agent. 
  
 (b) If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of, and premium, if any, or interest on, the Debt Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt Securities of such series a sum sufficient to pay such
principal, premium, if any, or interest so becoming due. The Company will promptly notify the Trustee of any failure by the Company to take such action or the failure by any other obligor on such Debt Securities to make any payment of the principal
of, and premium, if any, or interest on, such Debt Securities when the same shall be due and payable. 
  
 (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge
of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent, as required by this Section 4.04, 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. 
  
 (d)
Whenever the Company shall have one or more paying agents with respect to any series of Debt Securities, it will, prior to each due date of the principal of, and premium, if any, or interest on, any Debt Securities of such series, deposit with any
such paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust 

  

 25 








 
for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act. 
  
 (e) Anything in this Section 4.04 to the
contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the provisions of Section 11.05. 
  
 Section 4.05. SEC Reports; Financial Statements. 
  
 (a) For so long as any series of Debt Securities is Outstanding, the Company, within 15 days after it files the same with the SEC, shall file with the
Trustee, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant
to Section 13 or15(d) of the Exchange Act. If the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the Trustee within 15 days after it would have been required to file the
same with the SEC and provide Holders with such annual reports and such information, documents and other reports comparable to what the Company would have been required to file with the SEC had it been subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the provisions of TIA Section 314(a). 
  
 (b) The Company may request the Trustee on behalf of the Company at the Company’s expense to mail the foregoing to Holders. In such case, the Company
shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Trustee may be required to deliver to Holders under this Section. 
  
 Section 4.06. Compliance Certificate. 
  
 (a) The Company shall, so long as any series of Debt Securities is Outstanding, deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers
with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer’s
knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any such covenants (or, if a Default or Event of Default shall have
occurred during such fiscal year, describing all such Defaults or Events of Default of which such Officer may have knowledge and the status thereof). Such Officers’ Certificate shall comply with TIA Section 314(a)(4). 
  
 (b) The Company shall, so long as any series of Debt Securities is
Outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what curative action the Company proposes to take with
respect thereto. 
  
 Section 4.07. Further Instruments and
Acts. The Company will, upon request of the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectually the purposes of this Indenture. 
  

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 Section 4.08. Existence. Except as permitted by Article X hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its corporate existence and all rights (charter and statutory) and franchises of the Company; provided, that the Company shall not be required to preserve any such right or
franchise, if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company. 
  
 Section 4.09. Maintenance of Properties. The Company shall cause all properties used or held for use in the conduct of its business or the business
of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or maintenance of any such property, or disposing of it, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of its business or the
business of any such Subsidiary. 
  
 Section 4.10. Payment of
Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any of its Subsidiaries and (b) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the property of the Company or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by
appropriate proceedings. 
  
 Section 4.11. Waiver of Certain
Covenants. The Company may, with respect to the Debt Securities of any series, omit in any particular instance to comply with any covenant set forth in this Article IV (except Sections 4.01 through 4.08) or made applicable to such series
pursuant to Section 2.03 if, before or after the time for such compliance, the Holders of at least a majority in principal amount of the Outstanding Debt Securities of each series affected, waive such compliance in such instance with such covenant,
but no such waiver shall extend to or affect such covenant except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such shall remain in
full force and effect. 
  
 Section 4.12. Waiver of Stay,
Extension or Usury Laws. The Company covenants (to the extent that each may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension, or usury law
or other law, which would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest on any series of Debt Securities as contemplated herein and by the terms of such Debt Securities, wherever
enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) of the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution 

  

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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 V 
 HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE 
  
 Section 5.01. Company to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect to the Debt Securities of each series: 
  
 (a) not more than 10 days after each record date with respect to the payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and 
  
 (b) 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 contents as of a date not more than 15 days prior to the
time such list is furnished; 
  
 provided, however, that so long as the Trustee
shall be the Registrar, such lists shall not be required to be furnished. 
  
 The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (i) contained in the most recent list furnished to it as provided in this
Section 5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so acting) hereunder. 
  
 The Trustee may destroy any list furnished to it as provided in this Section 5.01 upon receipt of a new list so furnished. 
  
 Section 5.02. Communications to Holders. Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Debt Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

  
 Section 5.03. Reports by Trustee. Within 60 days after
each January 31, beginning with the first January 31 following the date of this Indenture, and in any event on or before April 1 in each year, the Trustee shall mail to Holders a brief report dated as of such January 31 that complies with TIA
Section 313 (a); provided, however, that if no event described in TIA Section 313 (a) has occurred within the twelve months preceding the reporting date, no report need be transmitted. The Trustee also shall comply with TIA Section 313 (b).

  
 Reports pursuant to this Section 5.03 shall be transmitted by
mail: 
  
 (a) to all Holders, as the names and addresses of such
Holders appear in the Debt Security Register; and 
  

 28 








 (b) except in the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a Debt Security
of any series whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 5.01. 
  
 A copy of each report at the time of its mailing to Holders shall be filed with the Securities and Exchange Commission and each stock exchange (if any) on
which the Debt Securities of any series are listed. The Company agrees to notify promptly the Trustee whenever the Debt Securities of any series become listed on any stock exchange and of any delisting thereof. 
  
 Section 5.04. Record Dates for Action by Holders. If the Company shall
solicit from the Holders of Debt Securities of any series any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Company may, at its option, by
resolution of the Board of Directors, fix in advance a record date for the determination of Holders of Debt Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date shall be fixed at the
Company’s discretion. If such a record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to be
Holders of Debt Securities for the purpose of determining whether Holders of the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debt Securities of
such series Outstanding shall be computed as of such record date. 
  
 ARTICLE VI 
 REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT 
  
 Section 6.01. Events of Default. If any one or more of the following
shall have occurred and be continuing with respect to Debt Securities of any series (each of the following, an “Event of Default”): 
  
 (a) default in the payment of any installment of interest upon any Debt Securities of that series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or 
  
 (b)
default in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become due and payable, whether at Stated Maturity, upon redemption, by declaration, upon required repurchase or
otherwise; or 
  
 (c) default in the payment of any sinking fund
payment with respect to any Debt Securities of that series as and when the same shall become due and payable; or 
  
 (d) failure on the part of the Company duly to observe or perform any other of its covenants or agreements in the Debt Securities of that series, in any
resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant a default in the
performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Company to remedy the same shall have been given, by
registered or certified 

  

 29 








 
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time Outstanding; or 
  
 (e) the Company,
pursuant to or within the meaning of any Bankruptcy Law, 
  
 (i) commences a voluntary case, 
  
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
  
 (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; or 
  
 (iv) makes a general assignment for the benefit of its
creditors; 
  
 (f) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that: 
  
 (i) is for relief against the Company as debtor in an involuntary case, 
  
 (ii) appoints a Custodian of the Company, or a Custodian for all or substantially all of the property of the Company, or 
  
 (iii) orders the liquidation of the Company, 
  
 and the order or decree remains unstayed and in effect for 60 days; or 
  
 (g) any other Event of Default provided with respect to Debt Securities of
that series; 
  
 then and in each and every case that an Event of Default
described in clause (a), (b), (c), (d) or (g) with respect to Debt Securities of that series at the time Outstanding occurs and is continuing, unless the principal of, premium, if any, and interest on all the Debt Securities of that series shall
have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if
given by Holders), may declare the entire principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that series), premium, if any,
and accrued and unpaid interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt
Securities of that series contained to the contrary notwithstanding. If an Event of Default described in clause (e) or (f) occurs, then and in each and every such case, unless the principal of and interest on all the Debt Securities shall have
become due and payable, the entire principal of (or, if any Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that series), premium, if any, and
accrued and unpaid interest on all the Debt Securities then Outstanding hereunder shall ipso facto become and be immediately 

  

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due and payable without any declaration or other act on the part of the Trustee or any Holders, anything in this Indenture or in the Debt Securities
contained to the contrary notwithstanding. 
  
 The Holders of a
majority in aggregate principal amount of the Debt Securities of a particular series by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction already rendered and if all existing Events of Default with respect to Debt Securities of that series have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of
acceleration. Upon any such rescission, the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall continue as though no such proceeding had been
taken. 
  
 Section 6.02. Collection of Debt by Trustee,
etc. If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so
due and unpaid or enforce the performance of any provision of the Debt Securities of the affected series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final
decree against the Company or any other obligor upon the Debt Securities of such series (and collect in the manner provided by law out of the property of the Company or any other obligor upon the Debt Securities of such series wherever situated the
moneys adjudged or decreed to be payable). 
  
 In case there shall
be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon the Debt Securities of any series under Bankruptcy Law, or in case a Custodian shall have been appointed for its property, or in case of any
other similar judicial proceedings relative to the Company or any other obligor upon the Debt Securities of any series, its creditors or its property, the Trustee, irrespective of whether the principal of Debt Securities of any series shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if the Debt Securities of such series are Original Issue Discount Debt Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and unpaid in respect of the Debt Securities of such series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad
faith) and of the Holders thereof allowed in any such judicial proceedings relative to the Company, or any other obligor upon the Debt Securities of such series, its creditors or its property, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of such Holders and of the Trustee on their behalf, and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of such Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Holders, to pay to the Trustee such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and 

  

 31 








 
all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith. 

 
 All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities of any series, may be enforced by the Trustee without the possession of any such Debt Securities, or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment (except for any amounts payable to the Trustee pursuant to Section 7.06) shall be for the ratable benefit of the Holders of all
the Debt Securities in respect of which such action was taken. 
  
 In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 
  
 Section 6.03. Application of Moneys Collected by Trustee. Any moneys or other property collected by the Trustee pursuant to Section 6.02 with
respect to Debt Securities of any series shall be applied, in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or other property, upon presentation of the several Debt Securities of such series in
respect of which moneys or other property have 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 money due the Trustee pursuant to Section 7.06; 
  
 SECOND: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall not have become due, to the payment of interest on the Debt Securities of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series, such payments to be made ratably to
the Persons entitled thereto, without discrimination or preference; 
  
 THIRD: In case the principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt
Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at
the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series; and, in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt
Securities of such series, then to the payment of such principal and premium, if any, and interest, without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Debt Security of 

  

 32 








 
such series over any Debt Security of such series, ratably to the aggregate of such principal and premium, if any, and interest; and 
  
 FOURTH: The remainder, if any, shall be paid to the Company, its successors
or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. 
  
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.03. At least 15 days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 
  
 Section 6.04. Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal
amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by
the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights
of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such
Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 
  
 Notwithstanding any other provision in this Indenture, however, the right of
any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit
for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
  
 Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default. All powers and remedies given by this Article
VI to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder 

  

 33 








 
to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed
to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders. 
  
 Section 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default. The Holders of not less than a majority in aggregate principal amount of the Debt Securities of any series at
the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any right, trust or power conferred on the Trustee, with respect to the Debt
Securities of such series; provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel shall determine that the action so directed may not lawfully be taken or is inconsistent with any provision of this Indenture, or if the Trustee shall by a responsible
officer or officers determine that the action so directed would involve it in personal liability or would be unduly prejudicial to Holders of Debt Securities of such series not taking part in such direction; and provided, further, however, that
nothing contained in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction by such Holders. The Holders of not less than a majority in aggregate
principal amount of the Debt Securities of that series at the time Outstanding may on behalf of the Holders of all the Debt Securities of that series waive any past Default or Event of Default and its consequences for that series, except a Default
or Event of Default in the payment of the principal of, and premium, if any, or interest on, any of the Debt Securities and a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each
Holder affected thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the Company, the Trustee and the Holders of
the Debt Securities of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

  
 Section 6.07. Trustee to Give Notice of Defaults Known to
It, but May Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days after the occurrence of a Default known to it with respect to a series of Debt Securities, give to the Holders thereof, in the manner provided in
Section 13.03, notice of all Defaults with respect to such series known to the Trustee, unless such Defaults shall have been cured or waived before the giving of such notice; provided, that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of such series or in the making of any sinking fund payment with respect to the Debt Securities of such series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee, or a committee of directors and/or responsible officers, of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders thereof.

  
 Section 6.08. Requirement of an Undertaking to Pay Costs in
Certain Suits under the Indenture or Against the Trustee. All parties to this Indenture agree, and each Holder of any 

  

 34 








 
Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit in the manner and to the extent
provided in the TIA, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 25 percent in
principal amount of the Outstanding Debt Securities of that series or to any suit instituted by any Holder for the enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt Security on or after the due date for
such payment expressed in such Debt Security. 
  
 ARTICLE VII

 CONCERNING THE TRUSTEE 
  
 Section 7.01. Certain Duties and Responsibilities. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of
all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), 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 man would exercise or use under the circumstances in the conduct of his own affairs. 
  
 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, its own bad faith, or its own willful misconduct, except that: 
  
 (a) this paragraph shall not be construed to limit the effect of the first paragraph of this Section 7.01; 
  
 (b) prior to the occurrence of an Event of Default with respect to the Debt
Securities of a series and after the curing or waiving of all Events of Default with respect to such series which may have occurred: 
  
 (i) the duties and obligations of the Trustee with respect to Debt Securities of any series shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations with
respect to such series shall be read into this Indenture against the Trustee; 
  
 (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any 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 

  

 35 








 
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 the
Trustee shall examine the evidence furnished to it pursuant to Sections 4.05 and 4.06 to determine whether or not such evidence conforms to the requirement of this Indenture; 
  
 (iii) the Trustee shall not be liable for an 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; and 
  
 (iv) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to Debt Securities of any
series in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of that series 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 Debt Securities of such series. 
  
 None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. 
  
 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 7.02. Certain Rights of Trustee. Except as otherwise provided
in Section 7.01: 
  
 (a) the Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; 
  
 (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; 
  
 (c) 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 or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 
  
 (d) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any of the Holders of Debt 

  

 36 








 
Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or thereby; 
  
 (e) the Trustee shall not be liable for any action taken or omitted 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;

  
 (f) prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, 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, approval or other paper or document, unless requested in writing to do so by the Holders of a majority in aggregate principal amount of the then Outstanding Debt Securities of a series affected by such matter; provided,
however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is not, in the opinion of the Trustee, reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding, and the reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; 
  
 (g) 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 by it with due care hereunder; 
  
 (h) if any property other than cash shall at any time be subject to a Lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by
the supplemental instrument subjecting such property to such Lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax Liens or other prior Liens or encumbrances thereon; 
  
 (i) the Trustee is not required to give any bond or surety with respect to
the performance of its duties or the exercise of its powers under this Indenture; and 
  
 (j) the Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed with respect to any series of Debt Securities, and the Trustee shall have no
responsibility for compliance with any state or federal securities laws in connection with the Debt Securities, other than the filing of any documents required to be filed by an indenture trustee pursuant to the TIA. 
  
 Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities. The recitals contained herein, in the Debt Securities (except the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the 

  

 37 








 
Debt Securities and perform its obligations hereunder, and that the statements made by it or to be made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied to the Company are true and accurate. The Trustee shall not be accountable for the use or application by the Company of any of the Debt Securities or of the proceeds thereof. 
  
 Section 7.04. Trustee, Paying Agent or Registrar May Own Debt
Securities. The Trustee or any paying agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and subject to the provisions of the TIA relating to conflicts of interest and preferential
claims may otherwise deal with the Company with the same rights it would have if it were not Trustee, paying agent or Registrar. 
  
 Section 7.05. Moneys Received by Trustee to Be Held in Trust. Subject to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for which they were received, but 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
moneys received by it hereunder. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time to the Company upon a Company Order. 
  
 Section 7.06. Compensation and Reimbursement. The Company covenants
and agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons
not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence or bad faith. The Company also covenants to indemnify and defend the Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 7.06 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Company and the Holders agree that
such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest
on, particular Debt Securities. 
  
 When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
  

 38 








 Section 7.07. Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence
Specifically Prescribed. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof. 
  
 Section 7.08. Separate Trustee; Replacement of Trustee. The Company may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series of Debt
Securities at any time by giving notice to the Company. The Holders of a majority in principal amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if: 
  
 (a) the Trustee fails to comply with Section 7.10; 
  
 (b) the Trustee is adjudged bankrupt or insolvent; 
  
 (c) a Custodian takes charge of the Trustee or its property; or 
  
 (d) the Trustee otherwise becomes incapable of acting. 
  
 If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.08. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06. 
  
 If a successor Trustee does not take office within 60 days after the retiring
Trustee gives notice of resignation or is removed, the retiring Trustee or the Holders of 25% in principal amount of the Debt Securities of any applicable series may petition any court of competent jurisdiction for the appointment of a successor
Trustee for the Debt Securities of such series. 
  

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 If the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series
may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series. 
  
 Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section
7.06 shall continue for the benefit of the retiring Trustee. 
  
 In the case of the appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture supplemental hereto (i) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any
retiring Trustee with respect to the Debt Securities of any series as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that 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 separate, retiring or successor 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. 
  
 Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further
act shall be the successor Trustee. 
  
 In case at the time such
successor or successors to the Trustee by merger, conversion, consolidation or transfer shall succeed to the trusts created by this Indenture any of the Debt Securities shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in
this Indenture provided that the certificate of the Trustee shall have. 
  
 Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most
recent filed annual report of condition. No obligor upon the Debt Securities of a particular series or Person directly or indirectly controlling, controlled by or under common control with such obligor shall serve as Trustee for the Debt Securities
of such series. The Trustee shall comply with Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA this Indenture or any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met. 
  

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 Section 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with
Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein. 
  
 Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. federal income tax information reporting and withholding requirements applicable to it with respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustee, Registrar, paying agent or
otherwise with respect to the Debt Securities. 
  
 ARTICLE VIII

 CONCERNING THE HOLDERS 
  
 Section 8.01. Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of
taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in Person or by agent or proxy appointed in writing, (b) by
the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Section 5.02, (c) by a combination of such instrument or instruments and any such record of such a meeting of
Holders or (d) in the case of Debt Securities evidenced by a Global Security, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 
  
 Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. The Trustee may
require such additional proof of any matter referred to in this Section 8.02 as it shall deem necessary. 
  

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 Section 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due presentment for
registration of transfer of any Debt Security, the Company, the Trustee, any paying agent and any Registrar may deem and treat the Person in whose name any Debt Security shall be registered upon the books of the Company as the absolute owner of such
Debt Security (whether or not such Debt Security shall be registered in the name of a Depositary or shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the
principal of and premium, if any, and (subject to Section 2.12) interest on such Debt Security and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Registrar shall be affected by any notice to the
contrary; and all such payments so made to any such Holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt
Security. 
  
 None of the Company, the Trustee, any agent of the
Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests or for any action taken or any failure to act by a Depositary with respect to any Debt Securities including, without limitation, any failure of the owner of a beneficial interest
in such Debt Securities to receive any payments or notices provided hereunder or for the Depositary’s selection of beneficial interests in such Debt Securities to be redeemed. 
  
 Section 8.04. Instruments Executed by Holders Bind Future Holders. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action and
subject to the following paragraph, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at its corporate
trust office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any Debt Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt
Security or such other Debt Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the Holders of all the Debt Securities of such series. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Debt Securities entitled to give their consent or take any other action required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders of Debt Securities at such record date (or their duly designated proxies), and only those Persons, shall
be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders of Debt Securities after such record date. No such consent shall be valid or effective for more
than 120 days after such record date 

  

 42 








 
unless the consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of such series specified in this Indenture shall
have been received within such 120-day period. 
  
 ARTICLE IX

 SUPPLEMENTAL INDENTURES 
  
 Section 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders. The Company, when authorized by resolutions
of the Board of Directors, and the Trustee may from time to time and at any time, without the consent of Holders, enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of
the execution thereof) for one or more of the following purposes: 
  
 (a) to evidence the succession pursuant to Article X of another Person to the Company, or successive successions, and the assumption by the Successor Company (as defined in Section 10.01) of the covenants, agreements and obligations of the
Company in this Indenture and in the Debt Securities; 
  
 (b) to
surrender any right or power herein conferred upon the Company, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities (and if
such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) as the Board of Directors shall consider to be for the protection of
the Holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement
of all or any of the several remedies provided in this Indenture; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental Indenture may provide for a particular period of grace after Default
(which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default or may limit the right of the
Holders of a majority in aggregate principal amount of any or all series of Debt Securities to waive such default; 
  
 (c) to cure any ambiguity, defect or inconsistency; 
  
 (d) to permit the qualification of this Indenture or any Indenture supplemental hereto under the TIA as then in effect, except that nothing herein
contained shall permit or authorize the inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the TIA; 
  
 (e) to secure any or all of the Debt Securities; 
  
 (f) to make any change that does not adversely affect the rights under this Indenture of any Holder; 
  

 43 








 (g) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more
series of Debt Securities; provided, however, that any such addition, change or elimination not otherwise permitted under this Section 9.01 shall neither apply to any Debt Security of any series created prior to the execution of such supplemental
Indenture and entitled to the benefit of such provision nor modify the rights of the Holder of any such Debt Security with respect to such provision or shall become effective only when there is no such Debt Security Outstanding; 
  
 (h) to evidence and provide for the acceptance of appointment hereunder by a
successor or separate Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by
more than one Trustee; and 
  
 (i) to establish the form or terms
of Debt Securities of any series as permitted by Sections 2.01 and 2.03. 
  
 The Trustee is hereby authorized to join with the Company in the execution of any such supplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept
the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental Indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise. 
  
 Any supplemental Indenture authorized
by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 
  
 Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities. Without notice to any Holder but with the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such
supplemental Indenture (including consents obtained in connection with a tender offer or exchange offer for any such series of Debt Securities), the Company, when authorized by resolutions of the Board of Directors, and the Trustee may from time to
time and at any time enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental Indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall: 
  
 (a)
reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; 
  
 (b) reduce the rate of or extend the time for payment of interest on any Debt Security; 
  
 (c) reduce the principal of or extend the Stated Maturity of any Debt Security; 
  

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 (d) reduce the premium payable upon the redemption of any Debt Security or change the time at which any
Debt Security may or shall be redeemed in accordance with Article III; 
  
 (e) make any Debt Security payable in currency other than the Dollar; 
  
 (f) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Debt Securities on or after the due dates therefor or to institute suit for the enforcement of
any payment on or with respect to such Holder’s Debt Securities; 
  
 (g) release any security that may have been granted in respect of the Debt Securities, other than in accordance with this Indenture; or 
  
 (h) make any change in Section 6.06 or this Section 9.02. 
  
 A supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly included solely for the
benefit of one or more particular series of Debt Securities or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Debt Securities of any other series. 
  
 Upon
the request of the Company, accompanied by a copy of resolutions of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental Indenture unless such supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental Indenture. 
  
 It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental Indenture, but it shall be sufficient if such consent shall approve the
substance thereof. 
  
 After an amendment under this Section 9.02
becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section 9.02. 
  
 Section 9.03. Effect of Supplemental Indentures. Upon the execution of any supplemental Indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental Indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
  

 45 








 The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental Indenture complies with the provisions of this Article IX. 
  
 Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities of any series authenticated and delivered
after the execution of any supplemental Indenture pursuant to the provisions of this Article IX 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.
New Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental Indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities of such series then Outstanding. Failure to make the appropriate notation or to issue a new Debt Security of such series shall not affect the validity of such amendment.

  
 ARTICLE X 
 CONSOLIDATION, MERGER, SALE OR CONVEYANCE 
  
 Section 10.01. Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the
case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be a partnership, limited liability company or corporation organized and existing under the laws of the
United States, any state thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of
the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any
Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default would occur or be
continuing and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply
with this Indenture. 
  
 Section 10.02. Rights and Duties of
Successor Company. In case of any consolidation, amalgamation or merger where the Company is not the continuing Person, or disposition of all or substantially all of the assets of the Company in accordance with Section 10.01, the Successor
Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the respective party to this Indenture, and the predecessor entity shall be released from all liabilities and obligations under this
Indenture and the Debt Securities, except that no such release will occur in the case of a lease of all or substantially all of its assets. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name
of the Company, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered 

  

 46 








 
to the Trustee; and, upon the order of the Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which the
Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities had been issued at the date of the execution hereof. 
  
 In case of any such consolidation, amalgamation, merger, sale or disposition such changes in phraseology and form (but not in substance) may be made in
the Debt Securities thereafter to be issued as may be appropriate. 
  
 ARTICLE XI 
 SATISFACTION AND DISCHARGE OF 
 INDENTURE; DEFEASANCE; UNCLAIMED MONEYS 
  
 Section 11.01. Applicability of Article. The provisions of this Article XI relating to discharge or defeasance of Debt Securities shall be applicable to each series of Debt Securities except as otherwise
specified pursuant to Section 2.03 for Debt Securities of such series. 
  
 Section 11.02. Satisfaction and Discharge of Indenture; Defeasance. 
  
 (a) If at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in
Section 11.05) or all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at Stated Maturity or upon redemption
all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and accrued interest due or to become due at such Stated Maturity or Redemption Date, as the case may be, and if
in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such
Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series. 
  
 (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time may terminate, with respect to Debt Securities of a particular series, all its
obligations under the Debt 

  

 47 








 
Securities of such series and this Indenture with respect to the Debt Securities of such series (“legal defeasance option”) or the operation of (x)
any covenant made applicable to such Debt Securities pursuant to Section 2.03 and (y) Sections 4.09, 4.10 and 6.01(g) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise
of its covenant defeasance option. 
  
 If the Company exercises
its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series
may not be accelerated because of an Event of Default specified in Section 6.01(g). 
  
 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
  
 (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations
in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

  
 Section 11.03. Conditions of Defeasance. The Company
may exercise its legal defeasance option or its covenant defeasance option with respect to Debt Securities of a particular series only if: 
  
 (a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and premium, if any,
and interest on, the Debt Securities of such series to Stated Maturity or redemption, as the case may be; 
  
 (b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the
principal, premium, if any, and interest when due on all the Debt Securities of such series to Stated Maturity or the Redemption Date, as the case may be; 
  
 (c) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(e) or (f) with respect to the Company occurs
which is continuing at the end of the period; 
  
 (d) no Default
has occurred and is continuing on the date of such deposit and after giving effect thereto; 
  
 (e) the deposit does not constitute a default under any other agreement binding on the Company; 
  
 (f) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified
as, a regulated investment company under the Investment Company Act of 1940; 
  

 48 








 (g) in the event of the legal defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that the Company has received from the Internal Revenue Service a ruling, or since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 
  
 (h) in the event of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders
of Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred; and 
  
 (i) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Debt Securities of such series as
contemplated by this Article XI have been complied with. 
  
 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Debt Securities of such series at a future date in accordance with Article III. 
  
 Section 11.04. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this Article XI. It shall apply the deposited money and the money from U.S. Government Obligations through any paying agent and in accordance with this Indenture to the payment
of principal of, and premium, if any, and interest on, the Debt Securities of the defeased series. 
  
 Section 11.05. Repayment to Company. The Trustee and any paying agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time. 
  
 Subject to any applicable
abandoned property law, the Trustee and any paying agent shall pay to the Company upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to such
money must look to the Company for payment as general creditors. 
  
 Section 11.06. Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee and the Holders against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations
or the principal and interest received on such U.S. Government Obligations. 
  
 Section 11.07. Reinstatement. If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations in accordance with this Article XI by reason of any legal proceeding or by reason of
any order or judgment of any court or government authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations 

  

 49 








 
under this Indenture and the Debt Securities of the defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this
Article XI until such time as the Trustee or any paying agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article XI. 
  
 ARTICLE XII 
 [RESERVED] 
  
 This Article XII has been
intentionally omitted. 
  
 ARTICLE XIII 
 MISCELLANEOUS PROVISIONS 
  
 Section 13.01. Successors and Assigns of Company Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not. 
  
 Section 13.02. Acts of Board, Committee or Officer of Successor Company Valid. Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Successor Company. 
  
 Section 13.03. Required Notices or Demands. Any notice or
communication by the Company or the Trustee to the other is duly given if in writing (in the English language) and delivered in person or mailed by registered or certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other’s address: 
  
 If to the Company: 
  
 Rayonier Inc. 
 50 North Laura Street 
 Jacksonville, Florida
32202 
  
 Attention: Chief Financial Officer 
 Telecopy No. 904-357-9101 
  
 If to the Trustee: 
  
                                       
      
 [                                      
  ] 
 [                                      
  ] 
  
 The Company or the Trustee by notice to the
other may designate additional or different addresses for subsequent notices or communications. 
  

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 All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; on the first Business Day on or after being sent, if telecopied and the sender receives confirmation of successful transmission; and the next
Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
  
 Any notice required or permitted to a Holder by the Company or the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly
mailed by being deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Debt Security Register. Any report pursuant to Section 313 of the TIA shall be
transmitted in compliance with subsection (c) therein. 
  
 Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt Securities regarding the determination of a periodic rate of interest, if such notice is required pursuant to Section 2.03, shall be sufficiently given if given in
the manner specified pursuant to Section 2.03. 
  
 In the event of
suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose
hereunder. 
  
 In the event it shall be impracticable to give
notice by publication, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 
  

Failure to mail a notice or communication to a Holder or any defect in it or any defect in any notice by publication as to a Holder shall not affect
the sufficiency of such notice with respect to other Holders. If a notice or communication is mailed or published in the manner provided above, it is conclusively presumed duly given. 
  
 Section 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York.
THIS INDENTURE AND EACH DEBT SECURITY SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. 
  
 Section 13.05. Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the
Company. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 
  
 Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall 

  

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include (a) a statement that the Person making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such Person, 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 (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 

 
 Section 13.06. Payments Due on Legal Holidays. In any case where
the date of maturity of interest on or principal of and premium, if any, on the Debt Securities of a series or the date fixed for redemption or repurchase of any Debt Security or the making of any sinking fund payment shall not be a Business Day at
any Place of Payment for the Debt Securities of such series, then payment of interest or principal and premium, if any, or the making of such sinking fund payment need not be made on such date at such Place of Payment, 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 date of maturity or the date fixed for redemption or repurchase, and no interest shall accrue for the period after such date. If a record date is not a
Business Day, the record date shall not be affected. 
  
 Section
13.07. Provisions Required by TIA to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any
of Sections 310 to 318, inclusive, of the TIA, such required provision shall control. 
  
 Section 13.08. Computation of Interest on Debt Securities. Interest, if any, on the Debt Securities shall be computed on the basis of a 360-day year of twelve 30-day months, except as may otherwise be provided
pursuant to Section 2.03. 
  
 Section 13.09. Rules by Trustee,
Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and any paying agent may make reasonable rules for their functions. 
  
 Section 13.10. Severability. In case any provision in this Indenture
or the Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 Section 13.11. Effect of Headings. The article and section headings
herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. 
  
 Section 13.12. Indenture May Be Executed in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same instrument. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day
and year first above written. 
  

	RAYONIER INC.
		
	 By:
	 	  


	 Name:
 Title:
	 	 
	
	                                       
                  , as Trustee

		
	 By:
	 	  


	 Name:
 Title:
	 	 


  

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