EXHIBIT 4.1

      

      

      

    

    

    
      

      

      

      

    

    PVH CORP.

        

    

    45⁄8% SENIOR NOTES DUE 2025

    
      

      

    

    INDENTURE

    Dated as of July 10, 2020

    
      

      

    

    

    

    
      

      

    

    U.S. BANK NATIONAL ASSOCIATION

    Trustee

    
      
        


    

    CROSS-REFERENCE TABLE

     

    

    	
            TIA

          	 	
            Indenture

          
	
            Section

          	 	
              Section  

          
	
            310 (a)(1)

          	
            .......................................

          	
            7.10

          
	
            310 (a)(2)

          	
            .......................................

          	
            7.10

          
	
            310 (a)(3)

          	
            .......................................

          	
            N.A.

          
	
            310 (a)(4)

          	
            .......................................

          	
            N.A.

          
	
            310 (a)(5)

          	
            .......................................

          	
            7.1

          
	
            310 (b)

          	
            .......................................

          	
            7.03;7.08;7.10; 11.02

          
	
            310 (c)

          	
            .......................................

          	
            N.A.

          
	
            311 (a)

          	
            .......................................

          	
            7.11

          
	
            311 (b)

          	
            .......................................

          	
            7.11

          
	
            311 (c)

          	
            .......................................

          	
            N.A.

          
	
            312 (a)

          	
            .......................................

          	
            2.07

          
	
            312 (b)

          	
            .......................................

          	
            11.03

          
	
            312 (c)

          	
            .......................................

          	
            11.03

          
	
            313 (a)

          	
            .......................................

          	
            7.06

          
	
            313 (b)(1)

          	
            .......................................

          	
            N.A.

          
	
            313 (b)(2)

          	
            .......................................

          	
            7.06

          
	
            313 (c)

          	
            .......................................

          	
            7.06; 11.02

          
	
            313 (d)

          	
            .......................................

          	
            7.06

          
	
            314 (a)

          	
            .......................................

          	
            4.03; 11.02; 11.05

          
	
            314 (b)

          	
            .......................................

          	
            N.A.

          
	
            314 (c)(1)

          	
            .......................................

          	
            11.04

          
	
            314 (c)(2)

          	
            .......................................

          	
            11.04

          
	
            314 (c)(3)

          	
            .......................................

          	
            N.A.

          
	
            314 (d)

          	
            .......................................

          	
            N.A.

          
	
            314 (e)

          	
            .......................................

          	
            11.05

          
	
            314 (f)

          	
            .......................................

          	
            N.A.

          
	
            315 (a)

          	
            .......................................

          	
            7.01(b)

          
	
            315 (b)

          	
            .......................................

          	
            7.05; 11.02

          
	
            315 (c)

          	
            .......................................

          	
            7.01(a)

          
	
            315 (d)

          	
            .......................................

          	
            7.01(c)

          
	
            315 (e)

          	
            .......................................

          	
            6.11

          
	
            316 (a) (last sentence)

          	
            .......................................

          	
            2.11

          
	
            316 (a)(1)(A)

          	
            .......................................

          	
            6.05

          
	
            316 (a)(1)(B)

          	
            .......................................

          	
            6.04

          
	
            316 (a)(2)

          	
            .......................................

          	
            N.A.

          
	
            316 (b)

          	
            .......................................

          	
            6.07

          
	
            316 (c)

          	
            .......................................

          	
            9.04

          
	
            317 (a)(1)

          	
            .......................................

          	
            6.08

          
	
            317 (a)(2)

          	
            .......................................

          	
            6.09

          
	
            317 (b)

          	
            .......................................

          	
            2.06

          
	
            318 (a)

          	
            .......................................

          	
            11.01

          
	      
	
             

            

               

              _______________________

              N.A. means Not Applicable

              Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this

              Indenture

            

          


    
      
        


    

    TABLE OF CONTENTS

    	 	 	 	
            Page

          
	
            ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

          	
            1

          
	
            Section

          	
              1.01

          	
            Definitions.

          	
            1

          
	
            Section

          	
              1.02

          	
            Other Definitions.

          	
            29

          
	
            Section

          	
              1.03

          	
            Incorporation by Reference of Trust Indenture Act.

          	
            29

          
	
            Section

          	
              1.04

          	
            Rules of Construction.

          	
            30

          
	
            ARTICLE 2. THE SECURITIES

          	
            30

          
	
            Section

          	
              2.01

          	
            Form Generally

          	
            30

          
	
            Section

          	
              2.02

          	
            Securities in Global Form

          	
            31

          
	
            Section

          	
              2.03

          	
            Amount of Securities.

          	
            31

          
	
            Section

          	
              2.04

          	
            Execution, Authentication, Delivery and Dating

          	
            32

          
	
            Section

          	
              2.05

          	
            Registrar, Transfer Agent and Paying Agent.

          	
            33

          
	
            Section

          	
              2.06

          	
            Paying Agent to Hold Money in Trust.

          	
            34

          
	
            Section

          	
              2.07

          	
            Holder Lists.

          	
            34

          
	
            Section

          	
              2.08

          	
            Registration, Registration of Transfer and Exchange.

          	
            34

          
	
            Section

          	
              2.09

          	
            Replacement Securities.

          	
            45

          
	
            Section

          	
              2.10

          	
            Outstanding Securities.

          	
            45

          
	
            Section

          	
              2.11

          	
            When Securities Disregarded.

          	
            46

          
	
            Section

          	
              2.12

          	
            Temporary Securities.

          	
            46

          
	
            Section

          	
              2.13

          	
            Cancellation.

          	
            46

          
	
            Section

          	
              2.14

          	
            Payment of Interest.

          	
            46

          
	
            Section

          	
              2.15

          	
            Persons Deemed Owners.

          	
            47

          
	
            Section

          	
              2.16

          	
            Computation of Interest.

          	
            47

          
	
            Section

          	
              2.17

          	
            CUSIP Numbers, ISINs, etc.

          	
            47

          
	
            Section

          	
              2.18

          	
            Issuance of Additional Securities.

          	
            48

          
	
            ARTICLE 3. REDEMPTION AND PREPAYMENT

          	
            48

          
	
            Section

          	
              3.01

          	
            Right to Redeem; Notices to Trustee.

          	
            48

          
	
            Section

          	
              3.02

          	
            Selection of Securities to Be Redeemed.

          	
            49

          
	
            Section

          	
              3.03

          	
            Notice of Redemption to Holders.

          	
            49

          
	
            Section

          	
              3.04

          	
            Effect of Notice of Redemption.

          	
            50

          
	
            Section

          	
              3.05

          	
            Deposit of Redemption Price.

          	
            51

          
	
            Section

          	
              3.06

          	
            Reserved.

          	
            51

          
	
            Section

          	
              3.07

          	
            Securities Redeemed in Part.

          	
            51

          
	
            ARTICLE 4. COVENANTS

          	
            51

          
	
            Section

          	
              4.01

          	
            Payment of Securities.

          	
            51

          
	
            Section

          	
              4.02

          	
            Maintenance of Office or Agency.

          	
            52

          
	
            Section

          	
              4.03

          	
            SEC Reports.

          	
            52

          
	
            Section

          	
              4.04

          	
            Compliance Certificate.

          	
            53

          
	
            Section

          	
              4.05

          	
            Interest Rate Adjustment.

          	
            53

          
	
            Section

          	
              4.06

          	
            Reserved.

          	
            53

          
	
            Section

          	
              4.07

          	
            Reserved.

          	
            53

          
	
            Section

          	
              4.08

          	
            Reserved.

          	
            53

          
	
            Section

          	
              4.09

          	
            Reserved.

          	
            53

          
	
            Section

          	
              4.10

          	
            Limitation on Liens.

          	
            53

          
	
            Section

          	
              4.11

          	
            Limitation on Sale/Leaseback Transactions.

          	
            54

          
	
            Section

          	
              4.12

          	
            Reserved.

          	
            54

          
	
            Section

          	
              4.13

          	
            Reserved.

          	
            54

          
	
            Section

          	
              4.14

          	
            Reserved.

          	
            54

          
	
            Section

          	
              4.15

          	
            Stay and Extension Laws.

          	
            54

          
	
            ARTICLE 5. SUCCESSORS

          	
            55

          
	
            Section

          	
              5.01

          	
            Merger, Consolidation, or Sale of Assets.

          	
            55

          
	
            Section

          	
              5.02

          	
            Successor Company Substituted.

          	
            55

          
	
            Section

          	
              5.03

          	
            Reserved.

          	
            56

          
	
            ARTICLE 6. DEFAULTS AND REMEDIES

          	
            56

          
	
            Section

          	
              6.01

          	
            Events of Default.

          	
            56

          
	
            Section

          	
              6.02

          	
            Acceleration.

          	
            57

          
	
            Section

          	
              6.03

          	
            Other Remedies.

          	
            57

          
	
            Section

          	
              6.04

          	
            Waiver of Past Defaults.

          	
            57

          
	
            Section

          	
              6.05

          	
            Control by Majority.

          	
            58

          
	
            Section

          	
              6.06

          	
            Limitation on Suits.

          	
            58

          
	
            Section

          	
              6.07

          	
            Rights of Holders of Securities to Receive Payment.

          	
            59

          
	
            Section

          	
              6.08

          	
            Collection Suit by Trustee.

          	
            59

          
	
            Section

          	
              6.09

          	
            Trustee May File Proofs of Claim.

          	
            59

          
	
            Section

          	
              6.10

          	
            Priorities.

          	
            59

          
	
            Section

          	
              6.11

          	
            Undertaking for Costs.

          	
            60

          
	
            ARTICLE 7. TRUSTEE

          	 	
            60

          
	
            Section

          	
              7.01

          	
            Duties of Trustee.

          	
            60

          
	
            Section

          	
              7.02

          	
            Rights of Trustee.

          	
            61

          
	
            Section

          	
              7.03

          	
            Individual Rights of Trustee.

          	
            62

          
	
            Section

          	
              7.04

          	
            Trustee’s Disclaimer.

          	
            63

          
	
            Section

          	
              7.05

          	
            Notice of Defaults.

          	
            63

          
	
            Section

          	
              7.06

          	
            Reports by Trustee to Holders.

          	
            63

          
	
            Section

          	
              7.07

          	
            Compensation and Indemnity.

          	
            64

          
	
            Section

          	
              7.08

          	
            Replacement of Trustee.

          	
            65

          
	
            Section

          	
              7.09

          	
            Successor Trustee by Merger, etc.

          	
            66

          
	
            Section

          	
              7.10

          	
            Eligibility; Disqualification.

          	
            66

          
	
            Section

          	
              7.11

          	
            Preferential Collection of Claims Against Company.

          	
            66

          
	
            ARTICLE 8. DISCHARGE OF INDENTURE; DEFEASANCE

          	
            66

          
	
            Section

          	
              8.01

          	
            Discharge of Liability on Securities; Defeasance.

          	
            66

          
	
            Section

          	
              8.02

          	
            Conditions to Legal or Covenant Defeasance.

          	
            67

          
	
            Section

          	
              8.03

          	
            Deposited U.S. Dollars and U.S. Government Obligations to be Held in Trust.

          	
            68

          
	
            Section

          	
              8.04

          	
            Repayment to Company.

          	
            68

          
	
            Section

          	
              8.05

          	
            Indemnity for U.S. Government Obligations.

          	
            69

          
	
            Section

          	
              8.06

          	
            Reinstatement.

          	
            69

          
	
            ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER

          	
            69

          
	
            Section

          	
              9.01

          	
            Without Consent of Holders of Securities.

          	
            69

          
	
            Section

          	
              9.02

          	
            With Consent of Holders of Securities.

          	
            71

          
	
            Section

          	
              9.03

          	
            Compliance with TIA.

          	
            73

          
	
            Section

          	
              9.04

          	
            Effect of Consents.

          	
            73

          
	
            Section

          	
              9.05

          	
            Notation on or Exchange of Securities.

          	
            73

          
	
            Section

          	
              9.06

          	
            Trustee to Sign Amendments, etc.

          	
            73

          
	
            Section

          	
            9.07

          	
            Effect of Supplemental Indentures.

          	
            73

          
	
            ARTICLE 10. CHANGE OF CONTROL TRIGGERING EVENT

          	
            74

          
	
            ARTICLE 11. MISCELLANEOUS

          	
            76

          
	
            Section

          	
              11.01

          	
            Trust Indenture Act Controls.

          	
            76

          
	
            Section

          	
              11.02

          	
            Notices.

          	
            76

          
	
            Section

          	
              11.03

          	
            Communications by Holders with Other Holders.

          	
            77

          
	
            Section

          	
              11.04

          	
            Certificate and Opinion as to Conditions Precedent.

          	
            77

          
	
            Section

          	
              11.05

          	
            Statements Required in Certificate or Opinion.

          	
            77

          
	
            Section

          	
              11.06

          	
            Rules by Trustee and Agents.

          	
            78

          
	
            Section

          	
              11.07

          	
            No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders.

          	
            78

          
	
            Section

          	
              11.08

          	
            Governing Law.

          	
            78

          
	
            Section

          	
              11.09

          	
            No Adverse Interpretation of Other Agreements.

          	
            79

          
	
            Section

          	
              11.10

          	
            Successors.

          	
            79

          
	
            Section

          	
              11.11

          	
            Severability.

          	
            79

          
	
            Section

          	
              11.12

          	
            Counterpart Originals.

          	
            79

          
	
            Section

          	
              11.13

          	
            Table of Contents, Headings, etc.

          	
            79

          


    

    

    
      
        


    

    

    

    EXHIBITS

    Exhibit A FORM OF SECURITY

    

    

    
      
        


    

    INDENTURE, dated as of July 10, 2020, between PVH Corp., a Delaware corporation (the “Company”) and U.S. Bank National Association, a national banking
      association, as trustee (the “Trustee”).

    The Company has duly authorized the execution and delivery of this Indenture (as defined herein) to provide for the
      issuance of $500,000,000 aggregate principal amount of its 45⁄8% Senior Notes due 2025 (the “Initial Securities”, and, collectively with the
      Exchange Notes (as defined herein) issued in exchange for the Initial Securities and any Additional Securities (as defined herein), the “Securities”)


      to be issued as provided in this Indenture.

    For and in consideration of the premises and purchase of the Securities by the Holders (as defined herein) thereof, it
      is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Securities as follows:

    ARTICLE 1.

      DEFINITIONS AND INCORPORATION

      BY REFERENCE

    Section 1.01 Definitions.

    “2023 Debentures” means the Company’s 73⁄4% Debentures due 2023 issued under an indenture dated as of November 1, 1993 between the Company and The Bank of New York
      Mellon (formerly known as The Bank of New York), as trustee, as amended, amended and restated, replaced, supplemented or otherwise modified from time to time.

    “2023 Permitted Liens” means Liens securing the Obligations in respect of the 2023 Debentures.

    “Additional Assets”
      means:

    
      	
              (1)

            	
              any business, assets, property or capital expenditures used or useful in a Related Business;

            


    

    
      	
              (2)

            	
              the Capital Stock of a Person that becomes a Subsidiary as a result of the acquisition of such Capital
                Stock by (including by merger with or into or consolidation with) the Company or another Subsidiary; or

            


    

    
      	
              (3)

            	
              Capital Stock constituting a minority interest in any Person that at such time is a Subsidiary;

            


    

    provided, however, that any such Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

    “Additional Interest”
      has the meaning set forth for such term in the Registration Rights Agreement.

    “Additional
        Securities” means any additional 45⁄8% Senior Notes due 2025 issued from time to time after the Issue Date under the terms of this Indenture other than pursuant to Sections 2.08, 2.09, 2.12 or 9.05 of this Indenture.

    “Affiliate” of
      any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

    “Agent” means
      any Registrar, Transfer Agent or Paying Agent.

    “Applicable Premium”
      means, with respect to any Security on any Redemption Date, as provided by the Company, the excess, if any, of (1) the present value at such Redemption Date of the remaining scheduled payments (through the Par Call Date assuming for such purpose that
      the Securities matured on the Par Call Date) of principal and interest due on the Security (but excluding accrued and unpaid interest, if any, to but not including the Redemption Date), discounted to the Redemption Date on a semi-annual basis
      (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate with respect to such Redemption Date, plus 50 basis points, over (2) the principal amount of such Security on such Redemption Date.

    “Asset Disposition” means (i) an Asset Swap or (ii) any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the
      Company or any Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

    
      	
              (1)

            	
              any shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares or shares required by
                applicable law to be held by a Person other than the Company or a Subsidiary);

            


    

    
      	
              (2)

            	
              all or substantially all the assets of any division or line of business of the Company or any
                Subsidiary; or

            


    

    
      	
              (3)

            	
              any other assets of the Company or any Subsidiary outside of the ordinary course of business of the
                Company or such Subsidiary;

            


    

    other than, in the case of clauses (1), (2) and (3) above,

    
      	
              (A)

            	
              a disposition by a Subsidiary to the Company or by the Company or a Subsidiary to a Subsidiary (other than a Securitization
                Subsidiary);

            


    

    
      	
              (B)

            	
              any disposition of assets with a fair market value of less than $10.0 million;

            


    

    
      	
              (C)

            	
              disposals of obsolete, damaged or worn out equipment or property or property that is no longer useful in the conduct of the
                Company’s or any Subsidiary’s business and that, in either case, is disposed of in the ordinary course of business;

            


    

    
      	
              (D)

            	
              any disposition of accounts receivable, licensing royalties and related assets to or of a Securitization Subsidiary pursuant to
                a Qualified Securitization Transaction;

            


    

    
      	
              (E)

            	
              the sale of any property in a Sale/Leaseback Transaction within 12 months of the acquisition of such property in an amount at
                least equal to the cost of such property and for consideration that is at least 75% in the form of cash or cash equivalents;

            


    

    
      	
              (F)

            	
              the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of
                business;

            


    

    
      	
              (G)

            	
              any disposition of cash or Temporary Cash Investments in the ordinary course of business;

            


    

    
      	
              (H)

            	
              any lease, assignment, or sublease in the ordinary course of business which does not materially interfere with the business of
                the Company and its Subsidiaries taken as a whole;

            


    

    
      	
              (I)

            	
              any grant of any license of patents, trademarks, know-how or any other intellectual property in the ordinary course of business
                which does not materially interfere with the business of the Company and its Subsidiaries taken as a whole (for the avoidance of doubt, other than perpetual licenses of any material intellectual property); and

            


    

    
      	
              (J)

            	
              the sale or discounting, in each case without recourse and in the ordinary course of business, of accounts receivable arising
                in the ordinary course of business (x) which are overdue, or (y) which the Company or any Subsidiary, as applicable, may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof
                consistent with prudent business practice (and not as part of any bulk sale or financing of receivables).

            


    

    “Asset Swap” means any exchange of property or assets of the Company or any Subsidiary (including shares of Capital Stock of a Subsidiary) for property or assets
      of another Person (including shares of Capital Stock of a Person whose primary business is a Related Business) that are intended to be used by the Company or any Subsidiary in a Related Business, including, to the extent necessary to equalize the
      value of the assets being exchanged, cash of any party to such asset swap.

    “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the
      Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended).

    “Average Life”
      means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

    
      	
              (1)

            	
              the sum of the products of the numbers of years from the date of determination to the dates of each
                successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

            


    

    
      	
              (2)

            	
              the sum of all such payments.

            


    

    “Bankruptcy Law”
      means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors.

    “Board of Directors”
      means the board of directors of the Company (or any duly authorized committee thereof).

    “Board Resolution”
      means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
      Where any provision of this Indenture refers to action to be taken pursuant to a Board Resolution, such action may be taken by any committee, officer or employee of the Company authorized to take such action by a Board Resolution.

    “Borrowing Base”
      means, as of any date of determination, an amount equal to the sum without duplication of (x) 85% of the book value of the accounts receivable of the Company and its Subsidiaries on a consolidated basis and (y) 65% of the book value of the inventory
      of the Company and its Subsidiaries on a consolidated basis, in each case as of the most recently ended fiscal quarter of the Company preceding such date of determination (calculated on a pro forma basis to reflect all transactions consummated since the end of the most recently ended fiscal quarter of the Company and on or prior to such date of determination).

    “Business Day”
      means each day that is not a Legal Holiday.

    “Capital Lease
        Obligation” means an Obligation that is required to be classified and accounted for as a finance lease for financial reporting purposes
      in accordance with GAAP, the amount of Indebtedness represented by which shall be the capitalized amount of such Obligation determined in accordance with GAAP and the Stated Maturity of which shall be the date of the last payment of rent or any other
      amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a Capital Lease Obligation will be deemed to be secured by a Lien on the property
      being leased.

    “Capital Stock”
      of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding, any debt
      securities convertible into such equity.

    “Cash Management
        Agreement” means any agreement or arrangement to provide treasury, depository, overdraft, credit or debit card, purchase card, electronic
      funds transfer (including automated clearinghouse transfer services) or other cash management services.

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

    	

          	(1)	
            the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the
              Company (for the purposes of this clause (1), such person shall be deemed to beneficially own any Voting Stock of a Person (the “specified person”)


              held by any other Person (the “parent entity”), if such person is the beneficial owner (as defined above in this clause (1)), directly or
              indirectly, of more than 50% of the voting power of the Voting Stock of the parent entity);

          


    	

          	(2)	
            the date the Continuing Directors cease for any reason to constitute a majority of the board of directors of the Company then in office; or

          


    	

          	(3)	
            the adoption of a plan relating to the liquidation or dissolution of the Company.

          


    Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (1) above
      if (a) the Company becomes a direct or indirect wholly owned Subsidiary of a Person and (b)(i) the direct or indirect holders of the Voting Stock of such Person immediately following that transaction are substantially the same as the holders of the
      Voting Stock of the Company immediately prior to that transaction or (ii) immediately following that transaction no Person (other than a Person satisfying the requirements of this sentence) is the owner, directly or indirectly, of more than 50% of
      the Voting Stock of such Person.

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

    “CKI Trust” means that certain trust established pursuant to the Delaware Business Trust Act, as amended, and the CKI Trust Agreement.

    “CKI Trust Agreement” means that certain Trust Agreement, dated as of March 14, 1994, between Calvin Klein, Inc., a New York Corporation, and Wilmington Trust Company,
      relating to the CKI Trust, and the other agreements related thereto (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time).

    “Code” means
      the Internal Revenue Code of 1986, as amended.

    “Commodity Agreement” means any commodity or raw materials futures contract, commodity or raw materials option, or any other agreement designed to protect against or
      manage exposure to fluctuations in commodity or raw materials pricing.

    “Company” has
      the meaning assigned to it in the preamble of this Indenture, until a successor replaces it and, thereafter, means the Successor Company, in accordance with Section 5.01.

    “Company Order”
      means a written order signed in the name of the Company by an Officer and delivered to the Trustee, or, with respect to Sections 2.04, 2.08, 2.09, 2.12 and 9.05, any other employee of the Company named in an Officers’ Certificate delivered to the
      Trustee.

    “Comparable Treasury
        Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities to be redeemed (assuming for this purpose the Securities matured on the
      Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such Securities (assuming for this purpose
      that the Securities matured on the Par Call Date).

    “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the arithmetic average of the Reference
      Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four applicable Reference Treasury Dealer Quotations, the arithmetic
      average of all applicable Reference Treasury Dealer Quotations for such Redemption Date

     “Consolidated Interest Expense” means, for any period, the consolidated interest expense (to the extent that such expense was deducted in computing
      Consolidated Net Income) of the Company and its consolidated Subsidiaries, minus interest income for such period, plus, to the extent not included in such consolidated interest expense, and to the extent Incurred by the Company or its Subsidiaries
      and deducted in computing Consolidated Net Income, without duplication in each case for such period:

    
      	
              (1)

            	
              interest expense attributable to capital leases and the interest expense attributable to leases
                constituting part of a Sale/Leaseback Transaction;

            


    

    
      	
              (2)

            	
              amortization of debt discount and debt issuance cost;

            


    

    
      	
              (3)

            	
              capitalized interest;

            


    

    
      	
              (4)

            	
              non-cash interest expense;

            


    

    
      	
              (5)

            	
              commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
                acceptance financing;

            


    

    
      	
              (6)

            	
              net payments pursuant to Interest Rate Agreements;

            


    

    
      	
              (7)

            	
              dividends declared and paid or payable in cash or Disqualified Stock in respect of (A) all Disqualified
                Stock of the Company and (B) all Preferred Stock of Subsidiaries, in each case held by Persons other than the Company or a Wholly Owned Subsidiary;

            


    

    
      	
              (8)

            	
              interest Incurred in connection with investments in discontinued operations;

            


    

    
      	
              (9)

            	
              interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by
                (or secured by the assets of) the Company or any Subsidiary; and

            


    

    
      	
              (10)

            	
              the cash contributions to any employee stock ownership plan or similar trust to the extent such
                contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

            


    

    “Consolidated Net
        Income” means, for any period, the net income of the Company and its consolidated Subsidiaries; provided, however, that there shall not be included in such
      Consolidated Net Income:

    	

          	(1)	
            any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such
              acquisition;

          


    	

          	(2)	
            any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to
              any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

          


    	

          	(3)	
            extraordinary, unusual or nonrecurring gains or losses or expenses or charges, including, without limitation (in each case, for the avoidance of doubt, to the extent
              extraordinary, unusual or non-recurring), (a) restructuring charges, (b) any fees, expenses or charges relating to plant shutdowns and discontinued operations, (c) acquisition integration costs and (d) any expenses or charges relating to any
              primary public or private offering of Capital Stock (excluding Disqualified Stock) of the Company, investment, acquisition or Incurrence or retirement of Indebtedness (in each case under this clause (d) whether or not successful);

          


    	

          	(4)	
            any (a) severance, other employee termination benefits or relocation costs, expenses or charges, (b) one time non-cash compensation charges recorded from grants of
              stock options, restricted stock, stock appreciation rights and other equity equivalents to officers, directors and employees, (c) the costs and expenses relating to the employment of terminated employees, (d) lease termination costs and
              (e) fees, expenses or charges incurred or otherwise realized in connection with, resulting from, related to or in anticipation of the issuance of the Securities on the Issue Date;

          


    	

          	(5)	
            restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of facility consolidations, retention,
              headcount reductions, systems establishment costs, contract termination costs and excess pension charges);

          


    	

          	(6)	
            the cumulative effect of a change in accounting principles (including, for the avoidance of doubt, the non-cash income (or loss) related to one-time and ongoing
              mark-to-market gains (or losses) with respect to the pension or postretirement plans of the Company or any of its Subsidiaries resulting from a change in accounting principle prior to or after the Issue Date); and

          


    	

          	(7)	
            (a) the net income of any Person (other than the Company or any of its Subsidiaries) in which any other Person (other than the Company or any of its Subsidiaries) has a
              joint interest to the extent that the declaration or payment of dividends or similar distributions by that Person of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment,
              decree, order, statute, rule or governmental regulation applicable to that Person and (b) the loss, if applicable, of any Person (other than the Company or any of its Subsidiaries) in which any other Person (other than the Company or any of
              its Subsidiaries) has a joint interest.

          


    “Continuing Directors” means individuals who on the Issue Date constituted the board of directors of the Company (together with any new directors whose election by such
      board of directors or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the Issue Date or whose election or
      nomination for election was previously so approved).

    “Corporate Trust
        Office of the Trustee” means the corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office as of the date of this instrument is located at Two Midtown Plaza, 1349
      West Peachtree Street, Suite 1050, Atlanta, Georgia 30309, Attention: Global Corporate Trust, except for all purposes for which an office of the Trustee in the Borough of Manhattan in New York, New York is herein required such term shall mean the
      office or agency in the Borough of Manhattan in New York, New York at which the Trustee conducts its corporate trust business, which office as of the date of this instrument is located at 100 Wall Street, 16th Floor, New York, New York 10005,
      Attention: Global Corporate Trust.

    “Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of April 29, 2019, among the Company, certain Subsidiaries, various lenders, Barclays Bank
      PLC, as Administrative Agent, and the other agents party thereto, as the same has been and may hereafter be amended, extended, renewed, restated, replaced, restructured, supplemented or otherwise modified (in whole or in part, and without limitation
      as to amount of Indebtedness which may be Incurred thereunder, terms, conditions, covenants and other provisions) from time to time (including by the First Amendment to Credit Agreement, dated as of June 3, 2020), and any agreement (and related
      document) governing Indebtedness Incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other
      lender or group of lenders.

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

    “Crown” means the government of Canada, any provincial or territorial government therein and any of their political subdivisions.

    “Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person
      against fluctuations in currency values.

    “Default”
      means any event which is, or after notice or passage of time or both would be, an Event of Default.

    “Depositary”
      means, with respect to the Securities issuable or issued in whole or in part in global form, DTC and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

    “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it
      is exchangeable at the option of the holder thereof) or upon the happening of any event:

    	

          	(1)	
            matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund
              obligation or otherwise;

          


    	

          	(2)	
            is convertible or exchangeable at the option of the holder thereof for Indebtedness or Disqualified Stock; or

          


    	

          	(3)	
            is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

          


    in each case on or prior to the date that is 91 days after the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute
      Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of (A) an “asset sale” shall not constitute Disqualified Stock or (B) a “change of control” shall not constitute
      Disqualified Stock if:

    	

          	(1)	
            the “change of control” provisions applicable to such Capital
              Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Securities and described under Article 10; and

          


    	

          	(2)	
            any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities tendered pursuant
              thereto.

          


    The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in
      accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such Disqualified
      Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements
      of such Person.

    “Domestic Subsidiary”
      means any Subsidiary that is not (i) a Foreign Subsidiary or (ii) a direct or indirect Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” as defined under Section 957(a) of the Code.

    “DTC” means
      The Depository Trust Company or any of its successors.

    “EBITDA” for any period means Consolidated Net Income for such period plus, without duplication, the following to the extent deducted in calculating such
      Consolidated Net Income:

    	

          	(1)	
            all income tax expense of the Company and its consolidated Subsidiaries;

          


    	

          	(2)	
            Consolidated Interest Expense;

          


    	

          	(3)	
            depreciation and amortization expense of the Company and its consolidated Subsidiaries (excluding amortization expense attributable to a prepaid operating expense that
              was paid in cash in a prior period); and

          


    	

          	(4)	
            all other non-cash charges of the Company and its consolidated Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or
              reserve for cash expenditures in any future period). 

          


    Notwithstanding the foregoing, the provision for taxes based on the income or profits, and the depreciation and
      amortization and other noncash charges, of a Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interest) that the net income of such Subsidiary was
      included in calculating Consolidated Net Income and only if a corresponding amount could have been distributed by such Subsidiary during such period to the Company or another Subsidiary as a dividend or other distribution (which other Subsidiary
      could also have made such dividend or other distribution).

    “Exchange Act”
      means the United States Securities Exchange Act of 1934, as amended.

    “Exchange Notes”
      means the 45⁄8% Senior Notes due 2025 to be issued by the Company in exchange for Initial Securities pursuant to this Indenture in connection with a Registered Exchange Offer.

    “Foreign Subsidiary” means (a) any Subsidiary not incorporated or organized under the laws of the United States, any State thereof or the District of Columbia or (b) any
      Subsidiary that, directly or indirectly through other entities, holds no material assets other than equity interests in one or more entities described in clause (a).

    “GAAP” means
      generally accepted accounting principles in the United States as in effect from time to time, including those set forth in:

    	

          	(1)	
            the Financial Accounting Standards Board’s FASB Accounting Standards Codification; and

          


    	

          	(2)	
            the rules and regulations of the SEC with respect to generally accepted accounting principles, including those governing the inclusion of financial statements
              (including pro forma financial statements) in periodic
              reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

          


    provided, however, that if a change in GAAP would (as determined in good faith by the Board of Directors) materially change the calculation of any financial
      ratio, standard or term of this Indenture or the Securities, the Company may provide prompt notice of such change to the Trustee, whereupon such calculations shall continue to be made in accordance with GAAP without giving effect to such change.

    “Guarantee”
      means any Obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any Obligation, direct or indirect, contingent or otherwise, of such Person:

    	

          	(1)	
            to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership
              arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

          


    	

          	(2)	
            entered into for the purpose of assuring in any other manner the obligee of such Indebtedness 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.

    “Hedging Obligations”
      of any Person means the Obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement entered into for non-speculative purposes.

     “Holder”
      means, with respect to the Securities, the Person in whose name a Security is registered on the Registrar’s books.

    “IAI” means an
      institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

    “Incur” means
      issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
      Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning.

    “Indebtedness” means,


      with respect to any Person on any date of determination (without duplication):

    
      	
              (1)

            	
              the principal in respect of (A) indebtedness of such Person for borrowed money and (B) indebtedness evidenced by notes,
                debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

            


    

    
      	
              (2)

            	
              all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into
                by such Person;

            


    

    
      	
              (3)

            	
              all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale Obligations
                of such Person and all Obligations of such Person under any title retention agreement (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested
                in good faith);

            


    

    
      	
              (4)

            	
              all Obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar
                credit transaction;

            


    

    
      	
              (5)

            	
              the amount of all Obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified
                Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person;

            


    

    
      	
              (6)

            	
              all Obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the
                payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

            


    

    
      	
              (7)

            	
              all Obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or
                asset of such Person (whether or not such Obligation is assumed by such Person), the amount of such Obligation being deemed to be the lesser of the value of such property or assets and the amount of the Obligation so secured; and

            


    

    
      	
              (8)

            	
              to the extent not otherwise included in this definition, Hedging Obligations of such Person.

            


    

    The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all
      unconditional Obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the Obligation, of any contingent Obligations at such date; provided, however, that in the case of Indebtedness sold at a discount, the amount of such
      Indebtedness at any time will be the accreted value thereof at such time.

    “Indenture”
      means this Indenture, as amended or supplemented from time to time.

    “Independent
        Investment Banker” means a Primary Treasury Dealer appointed by the Company.

    “Initial Securities”
      has the meaning assigned to it in the preamble of this Indenture.

    “interest”
      means, with respect to the Securities, interest and Additional Interest, if any.

    “Interest Payment
        Date” means January 10 and July 10, commencing with respect to the Initial Securities on January 10, 2021.

    “Interest Rate
        Agreement” means in respect of a Person any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar financial agreement or arrangement, including, without limitation, any such arrangement
      whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such
      Person calculated by applying a floating or fixed rate of interest on the same notional amount.

    “Investment Grade” means


      (1) with respect to S&P, a rating equal to or higher than BBB- (or the equivalent), (2) with respect to Moody’s, a rating equal to or higher than Baa3 (or the equivalent) and (3) with respect to any additional Rating Agency or Rating Agencies
      selected by the Company, the equivalent investment grade credit rating.

    “Issue Date”
      means July 10, 2020.

    “Legal Holiday”
      means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

    “Lien” means
      any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

    “Limited Originator
        Recourse” means a reimbursement obligation of the Company in connection with a drawing on a letter of credit, revolving loan commitment, cash collateral account or other such credit enhancement issued to support Indebtedness of a
      Securitization Subsidiary that the Board of Directors determines is necessary to effectuate a Qualified Securitization Transaction.

    “Moody’s” means


      Moody’s Investors Service, Inc. and any successor to its rating business.

    “Obligations” means,


      with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

    “Offering Memorandum”
      means the offering memorandum relating to the offering of the Initial Securities dated July 6, 2020.

    “Officer”
      means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.

    “Officers’
        Certificate” means a certificate signed by two Officers.

    “Opinion of Counsel”
      means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

    “Par Call Date”
      means June 10, 2025.

    “Permitted Bank
        Indebtedness” means any Indebtedness and associated obligations of the Company or any Subsidiary pursuant to one or more Credit Facilities (including, without limitation, the Credit Agreement) and Guarantees of such Indebtedness by the
      Company or any Subsidiary; provided that, after giving effect to any such Incurrence (including, for the avoidance of doubt, the application of
      the proceeds therefrom), the aggregate principal amount of all such Indebtedness Incurred and then outstanding (without duplication) does not exceed the greater of (1) $4.75 billion and (2) the Borrowing Base.

    “Permitted Liens”
      means:

    
      	
              (1)

            	
              Liens securing Permitted Bank Indebtedness;

            


    

    
      	
              (2)

            	
              Liens existing on the Issue Date;

            


    

    
      	
              (3)

            	
              Liens securing Hedging Obligations;

            


    

    
      	
              (4)

            	
              Liens to secure Purchase Money Indebtedness Incurred by the Company or a Domestic Subsidiary to acquire or construct property
                in the ordinary course of business; provided that (A) any such Lien is created solely for the purpose of securing Indebtedness
                representing, or Incurred to finance, the cost of the acquisition or construction that is the subject of the Purchase Money Indebtedness and (B) such Lien is limited in the manner described in the definition of Purchase Money Indebtedness;

            


    

    
      	
              (5)

            	
              Liens securing Capital Lease Obligations (A) Incurred by the Company or a Domestic Subsidiary to acquire or construct property
                in the ordinary course of business or (B) arising from any Permitted Sale/Leasebacks; provided, however, that such Lien does not extend to any property other than property subject to the underlying lease, after-acquired property that is required to be pledged
                pursuant to such underlying lease on customary terms and proceeds and products thereof;

            


    

    
      	
              (6)

            	
              Liens granted by the Company or any Domestic Subsidiary in favor of landlords contained in leases and subleases of real
                property or in inventory or fixtures located on such leased real property; provided, however, that such Liens are in the ordinary course of business, are on terms customary for leases of such type and do not materially impair the use of the liened property in the
                operation of the business of the Company or the Domestic Subsidiary;

            


    

    
      	
              (7)

            	
              Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
                with the importation of goods and Liens in the ordinary course of business in favor of issuers of performance and surety bonds or bid bonds or with respect to health, safety and environmental regulations (other than for borrowed money) or
                letters of credit or bank guarantees issued to support such bonds or requirements pursuant to the request of and for the account of such Person in the ordinary course of business;

            


    

    
      	
              (8)

            	
              Liens imposed by law, including, carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being
                contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in
                conformity with GAAP has been made therefor;

            


    

    
      	
              (9)

            	
              Liens for taxes, assessments and governmental charges (A) not yet due and payable or (B) not yet subject to penalties for
                non-payment or which are being contested in good faith and by appropriate proceedings; provided that any reserve or other appropriate
                provision as is required in conformity with GAAP has been made therefor;

            


    

    
      	
              (10)

            	
              Liens securing Indebtedness owed by a Domestic Subsidiary to the Company or to any other Subsidiary (other than a
                Securitization Subsidiary);

            


    

    
      	
              (11)

            	
              Liens on the property of any Domestic Subsidiary existing at the time such Person becomes a Subsidiary and not Incurred as a
                result of (or in connection with or in anticipation of) such Person becoming a Subsidiary; provided, however, that such Liens do not extend to or cover any property or assets of the Company or any of the Domestic Subsidiaries (other than (A) the property encumbered
                at the time such Person becomes a Subsidiary, (B) after-acquired property that is required to be pledged pursuant to the agreement granting such Lien as in effect on the date such Person becomes a Subsidiary and (C) proceeds and products
                thereof) and do not secure Indebtedness with a principal amount in excess of the principal amount of Indebtedness secured by such Liens outstanding at such time;

            


    

    
      	
              (12)

            	
              Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any
                Subsidiary; provided that such Liens were not Incurred as a result of (or in connection with or in anticipation of) such merger or
                consolidation and do not extend to any assets other than those of the Person merged with or into or consolidated with the Company or such Subsidiary;

            


    

    
      	
              (13)

            	
              Liens on property of assets existing at the time such assets were acquired in connection with the purchase of all or
                substantially all of the assets of a Related Business by the Company or any Subsidiary; provided that such Liens were not Incurred as a
                result of (or in connection with or in anticipation of) such acquisition and do not extend to any assets other than those acquired by the Company or such Subsidiary;

            


    

    
      	
              (14)

            	
              Liens securing the Securities;

            


    

    
      	
              (15)

            	
              Liens securing Attributable Debt Incurred pursuant to any Permitted Sale/Leaseback;

            


    

    
      	
              (16)

            	
              Liens securing Indebtedness in an aggregate principal amount not to exceed the amount that would cause the Senior Secured
                Leverage Ratio of the Company to exceed 3.5 to 1.0 (for the avoidance of doubt, all Secured Debt outstanding at the time of the calculation of the Senior Secured Leverage Ratio shall be included in such calculation);

            


    

    
      	
              (17)

            	
              Liens in connection with attachments or judgments (including judgment or appeal bonds that do not result in an Event of Default
                under Section 6.01(h));

            


    

    
      	
              (18)

            	
              Liens Incurred or deposits made by the Company or any Domestic Subsidiary in the ordinary course of business in connection with
                workers’ compensation, unemployment insurance and other types of social security or to secure the performance of statutory obligations, bids, leases, performance and return-of-money bonds and other similar obligations (exclusive of
                Obligations for the payment of borrowed money);

            


    

    
      	
              (19)

            	
              minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way,
                sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of the Company or the applicable Domestic
                Subsidiary thereof or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in
                the operation of the business of such Person;

            


    

    
      	
              (20)

            	
              Liens arising from financing statement filings under the Uniform Commercial Code or equivalent statute of another jurisdiction
                regarding operating leases entered into by the Company and its Domestic Subsidiaries in the ordinary course of business;

            


    

    
      	
              (21)

            	
              any reservations, limitations, exceptions, provisos and conditions, if any, expressed in any original grants from the Crown,
                including, without limitation, the reservation of any mines and minerals in the Crown or any other Person;

            


    

    
      	
              (22)

            	
              Liens arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect
                in respect of goods supplied to the Company and its Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and arising as a result or omission by the Company or its Subsidiaries, including, for the
                avoidance of doubt, verlängerte Eigentumsvorbehalte and erweiterte Eigentumsvorbehalte;

            


    

    
      	
              (23)

            	
              Liens arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of set-off or
                similar rights (A) relating to the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness and (B) relating to pooled deposit or sweep accounts of the
                Company or any Domestic Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business;

            


    

    
      	
              (24)

            	
              any Lien created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions
                drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) and the Consumers Union (Consumentenbond) or pursuant to any other general
                conditions of, or any contractual arrangement with, any such bank to substantially the same effect;

            


    

    
      	
              (25)

            	
              Liens securing obligations pursuant to Cash Management Agreements and Treasury Transactions;

            


    

    
      	
              (26)

            	
              the 2023 Permitted Liens;

            


    

    
      	
              (27)

            	
              Liens, if any, consisting of leases, assignments, subleases or grants of licenses of the type described in clause (I) and
                (J) of the definition of “Asset Disposition”;

            


    

    
      	
              (28)

            	
              Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued
                to support performance obligations (other than Obligations in respect of Indebtedness) and trade-related letters of credit, in each case, outstanding on the Issue Date or issued thereafter in the ordinary course of business and covering the
                goods (or the documents of title in respect of such goods) financed by such letters of credit, banker’s acceptances or bank guarantees and the proceeds and products thereof;

            


    

    
      	
              (29)

            	
              Liens securing Indebtedness Incurred by a Foreign Subsidiary in an aggregate principal amount which, when taken together with
                all Indebtedness secured by Liens Incurred by all other Foreign Subsidiaries pursuant to this clause (29) and then outstanding, does not exceed the greater of (A) $225.0 million and (B) 2.0% of Total Assets, calculated as of the date of
                such Incurrence; and

            


    

    
      	
              (30)

            	
              any extension, renewal or replacement, in whole or in part, of any Lien described in the foregoing clauses (1) through (29); provided that such Lien is limited to (i) such item of property originally covered by such Lien, improvements thereof or additions or
                accessions thereto, (ii) property other than Principal Property or the Capital Stock of any Subsidiary or Indebtedness of any Subsidiary of the Company, (iii) after acquired property that is required to be pledged pursuant to the agreement
                granting such Lien and/or (iv) proceeds and products of any of the foregoing.

            


    

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

    “Preferred Stock,”
      as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary
      liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

    “Primary Treasury
        Dealer” means a primary United States Government securities dealer in the United States of America.

    “Principal Property”
      means any manufacturing plant, facility or warehouse, together with the land upon which it was erected and fixtures constituting a part of such manufacturing plant, facility or warehouse, owned by the Company or any Domestic Subsidiary and located in
      the United States of America (excluding its territories and possessions and Puerto Rico), having a net book value (after deducting accumulated depreciation) as of the date of determination in excess of 1.5% of Total Assets of the Company. Principal
      Property shall not include any manufacturing plant, facility or warehouse or any portion of the manufacturing plant, facility or warehouse or any fixture constituting a part thereof which, in the opinion of the Board of Directors, is not material to
      the business conducted by the Company and its Subsidiaries, taken as a whole.

    “Purchase Money
        Indebtedness” means any Indebtedness of a Person to any seller or other Person Incurred to finance the acquisition or construction of any property or assets and which is Incurred substantially concurrently therewith, is secured only by the
      assets so financed, any after-acquired assets that are directly related to such assets so financed and are required to be pledged pursuant to the agreements relating to such Indebtedness and the proceeds and products thereof and the principal amount
      of which does not exceed the cost of the assets acquired or constructed.

    “QIB” means a
      “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

    “Qualified
        Securitization Transaction” means any accounts receivable or licensing royalty financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable or licensing royalties and
      related assets from the Company or any Subsidiary and enters into a third-party financing thereof on customary market terms that the Board of Directors has concluded are fair to the Company and its Subsidiaries.

    “Rating Agency”
      means each of S&P or Moody’s or if S&P or Moody’s or both shall not make a rating on the Securities publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified
      by a resolution of the Board of Directors) which shall be substituted for S&P or Moody’s, or both, as the case may be.

    “Rating Event”
      means:

    

    

    (1) if the Securities are not rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Securities
      are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Securities on the first day
      of the Trigger Period by either of the Rating Agencies on any date during the Trigger Period;

    

    

    (2) if the Securities are rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Securities are
      downgraded to below Investment Grade (i.e., below BBB- or Baa3) by either of the Rating Agencies on any date during the Trigger Period; or

    

    

    (3) if both (A) the Securities are rated Investment Grade by one of the Rating Agencies, and (B) the Securities are not rated Investment
      Grade by the other Rating Agency, in each case, on the first day of the Trigger Period, then any of the following occur: (i) in the case of the Rating Agency referred to in clause (A), the Securities are downgraded to below Investment Grade (i.e.,
      below BBB- or Baa3) by such Rating Agency on any date during the Trigger Period, and (ii) in the case of the Rating Agency referred to in clause (B), the Securities are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Securities on the first day of the Trigger Period by each such Rating Agency on any date during the
      Trigger Period;

    

    

    provided that
      a Rating Event otherwise arising by virtue of a particular downgrade in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of
      Control Triggering Event hereunder) if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Company that the reduction was the result, in whole or in part,
      of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Event).

    “Redemption Date,”


      when used with respect to any Security to be redeemed, shall mean the date specified for redemption of such Security in accordance with the terms of such Security and this Indenture.

    “Redemption Price,”
      when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to the terms of such Security and this Indenture.

    “Reference Treasury
        Dealer” means Barclays Capital Inc. and any of its successors or Affiliates as the Company may appoint from time to time (provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company may substitute therefor
      another Primary Treasury Dealer), Citigroup Global Markets Inc. and any of its successors or Affiliates as the Company may appoint from time to time (provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company may
      substitute therefor another Primary Treasury Dealer) and any other Primary Treasury Dealers selected by the Company, and each of their respective Affiliates or successors as the Company may appoint from time to time.

    “Reference Treasury
        Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as
      a percentage of its principal amount) quoted in writing to PVH by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

    “Refinance”
      means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness.

    “Refinanced”
      and “Refinancing” shall have correlative meanings.

    “Registered Exchange
        Offer” means the offer by the Company, in accordance with a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal
      amount of Exchange Notes registered under the Securities Act.

    “Registration Rights
        Agreement” means (i) the registration rights agreement dated as of July 10, 2020 between the Company and Barclays Capital Inc., as representative of the Initial Purchasers, entered into in connection with the issuance of the Initial
      Securities and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Securities in a private offering after the Issue Date.

    “Regular Record Date”
      means December 26 and June 25, as applicable (whether or not a Business Day).

    “Related Business”
      means any business in which the Company or any Subsidiary was engaged on the Issue Date or any reasonable extension of such business and any business related, ancillary or complementary to any business of the Company or any Subsidiary in which the
      Company or any Subsidiary was engaged on the Issue Date or any reasonable extension of such business.

    “Responsible Officer”
      means, when used with respect to the Trustee, any officer within the Global Corporate Trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture or any other officer of
      the Trustee with direct responsibility for the administration of this Indenture customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter,
      any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

    “Restricted Period”
      means, with respect to any Security, the period that is 40 days after the later of (i) the original issue date of the Security and (ii) the date when the Security or any predecessor of the Security is first offered to persons other than distributors
      (as defined in Rule 902 of Regulation S) in reliance on Regulation S.

    “S&P”
      means S&P Global Ratings, a division of McGraw Hill Financial, Inc., and any successor to its rating business.

    “Sale/Leaseback
        Transaction” means any arrangement with any Person (other than the Company or any Subsidiary) providing for the leasing by the Company or any Domestic Subsidiary, for a period of more than three years, of any Principal Property, which
      Principal Property has been or is to be sold or transferred by the Company or such Domestic Subsidiary to such Person in contemplation of such leasing.

    “SEC” means
      the United States Securities and Exchange Commission.

    “Secured Debt”
      means, with respect to any specified Person as of any date of calculation, (1) the aggregate stated balance sheet amount of Indebtedness of such Person and its Subsidiaries on a consolidated basis calculated in accordance with GAAP that is then
      secured by a Lien on property or assets of such Person and its Subsidiaries (including, without limitation, Capital Stock of another Person owned by such Person but excluding property or assets held in a defeasance or similar trust or arrangement for
      the benefit of the Indebtedness secured thereby) minus (2) Unrestricted Cash of such Person and its Subsidiaries.

    “Securities”
      has the meaning assigned to it in the preamble to this Indenture.

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

    “Securitization
        Subsidiary” means a Wholly Owned Subsidiary

    
      	
              (1)

            	
              that is designated a “Securitization Subsidiary” by the Board of Directors;

            


    

    
      	
              (2)

            	
              that does not engage in any activities other than Qualified Securitization Transactions and any activity necessary or
                incidental thereto;

            


    

    
      	
              (3)

            	
              no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

            


    

    
      	
              (A)

            	
              is Guaranteed by the Company or any Subsidiary other than pursuant to Standard Securitization Undertakings or Limited
                Originator Recourse,

            


    

    
      	
              (B)

            	
              is recourse to or obligates the Company or any other Subsidiary in any way other than pursuant to Standard Securitization
                Undertakings or Limited Originator Recourse, or

            


    

    
      	
              (C)

            	
              subjects any property or asset of the Company or any other Subsidiary, directly or indirectly, contingently or otherwise, to
                the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse; and

            


    

    
      	
              (4)

            	
              with respect to which neither the Company nor any Subsidiary has any obligation to maintain or preserve its financial condition
                or cause it to achieve certain levels of operating results.

            


    

    “Senior Secured
        Leverage Ratio” means, for any Person as of any date of calculation (the “Transaction Date”), the ratio of (x) Secured Debt of such
      Person as of the Transaction Date to (y) EBITDA of such Person for the most recently ended period of four fiscal quarters ending prior to the Transaction Date for which internal financial statements are available; provided that

    (1) if the Company or any Subsidiary has Incurred any Indebtedness since the beginning of such
      period that remains outstanding, the Senior Secured Leverage Ratio for such period shall be calculated after giving effect on a pro forma basis
      to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

    (2) if the Company or any Subsidiary has repaid, repurchased, defeased or otherwise discharged
      any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has
      been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Senior Secured Leverage Ratio, the Senior Secured Leverage Ratio for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Subsidiary has not earned the interest
      income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

    (3) if since the beginning of such period the Company or any Subsidiary shall have made any
      Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if
      negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any
      Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Subsidiary is sold, the
      Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Subsidiary to the extent the Company and its continuing Subsidiaries are no longer liable for such Indebtedness after such sale);

    (4) if since the beginning of such period the Company or any Subsidiary (by merger or otherwise)
      shall have made an investment in any Subsidiary (or any Person which becomes a Subsidiary) or an acquisition of assets (including any acquisition of assets (including Capital Stock) occurring in connection with a transaction requiring a calculation
      to be made hereunder, which constitutes all or substantially all of an operating unit of a business) in excess of $25,000,000, the Senior Secured Leverage Ratio for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness in connection therewith) as if such investment or acquisition occurred on the first day of such period;

    (5) if since the beginning of such period any Person (that subsequently became a Subsidiary or
      was merged with or into the Company or any Subsidiary since the beginning of such period) shall have made any Asset Disposition, any investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if
      made by the Company or a Subsidiary during such period, the Senior Secured Leverage Ratio for such period shall be calculated after giving pro forma
      effect thereto as if such Asset Disposition, investment or acquisition occurred on the first day of such period;

    (6) for purposes of calculating the Senior Secured Leverage Ratio, mergers, consolidations and
      discontinued operations (as determined in accordance with GAAP) that the Company or any of its Subsidiaries has made during the relevant period or subsequent to such period and on or prior to the date of such calculation, shall be given pro forma effect as if they had occurred on the first day of the relevant period; and

    (7) if since the beginning of such period any Person that subsequently became a Subsidiary or
      was merged with or into the Company or any Subsidiary since the beginning of such period shall have made any merger, consolidation or discontinued operation that would have required adjustment pursuant to clause (6) above if made by the Company or a
      Subsidiary during such period, then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if
      such merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period.

    In addition, the
      Company may elect pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Secured Debt as being Incurred at such time, in which case any subsequent Incurrence of Secured Debt under such
      commitment will not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

    For purposes of this definition, in the event that the Company or any of its Subsidiaries issues, repurchases or redeems
      Preferred Stock subsequent to the commencement of the period for which the Senior Secured Leverage Ratio is being calculated but prior to the Transaction Date, then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such issuance, repurchase or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. If
      any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as
      if the rate in effect on the Transaction Date had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of
      12 months). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting Officer of the Company to be the rate of interest implicit in such Capital Lease
      Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor
      of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

    

    

    For purposes of this definition, whenever pro forma effect is to be given to any of the foregoing, the pro forma calculations shall be made in good faith by
      a responsible financial or accounting Officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the
      reasonable good faith determination of the Company as set forth in an Officers’ Certificate, to reflect cost savings and other operating improvements or synergies reasonably expected to be realized within 12 months from the applicable pro forma event.

    “Significant
        Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1–02 under Regulation S–X promulgated by the SEC.

    “Shelf Registration
        Statement” means the registration statement issued by the Company in connection with the offer and sale of Initial Securities pursuant to a Registration Rights Agreement.

    “Special Record Date” for the payment of any Defaulted
      Interest on the Securities means a date fixed by the Trustee pursuant to Section 2.14 hereof.

    “Standard
        Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary that are reasonably customary in accounts receivable or licensing royalty securitization transactions,
      as the case may be.

    “Stated Maturity”
      means, with respect to any security, the date specified in such security as the fixed date on which the final 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 or redemption of such security upon the happening of any contingency unless such contingency has occurred).

    “Subsidiary”
      means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

    
      	
              (1)

            	
              such Person;

            


    

    
      	
              (2)

            	
              such Person and one or more Subsidiaries of such Person; or

            


    

    
      	
              (3)

            	
              one or more Subsidiaries of such Person.

            


    

    Notwithstanding anything contained herein or otherwise, CKI Trust shall not be a Subsidiary of the Company. Unless
      otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.

    “Temporary Cash
        Investments” means any of the following:

    
      	
              (1)

            	
              any investment in direct obligations of the United States or Canada or any agency thereof or obligations guaranteed by the
                United States or Canada or any agency thereof;

            


    

    
      	
              (2)

            	
              investments in securities with maturities of one year or less from the date of acquisition thereof issued or fully guaranteed
                by any state, commonwealth, province or territory of the United States or Canada, as the case may be, or any political subdivision of any such state, commonwealth, province or territory, or any taxing authority or public instrumentality of
                any thereof, and rated at least “A-3” by S&P or at least “P-3” by Moody’s (or, if at any time neither Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) or the
                equivalent rating from any other internationally recognized rating agency;

            


    

    
      	
              (3)

            	
              investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits maturing within
                one year of the date of acquisition thereof and overnight deposits, in each case, issued by any lender under a Credit Facility or a bank or trust company, which bank or trust company has capital, surplus and undivided profits aggregating in
                excess of $50.0 million (or the foreign currency equivalent thereof) and (other than in the case of a lender under a Credit Facility or a bank or trust company located in Brazil) has outstanding debt which is rated at least “BBB” by S&P
                or at least “Baa2” by Moody’s (or, if at any time neither Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) or the equivalent rating from any other internationally
                recognized rating agency;

            


    

    
      	
              (4)

            	
              investments in shares of any money market mutual fund that has substantially all of its assets invested continuously in the
                types of investments referred to in clauses (1), (2), (3), (6) and (7) of this definition;

            


    

    
      	
              (5)

            	
              investments in marketable short-term money market or similar securities having a rating of at least “P-2” from Moody’s or at
                least “A-2” from S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligation, an equivalent rating from another nationally recognized rating service) or the equivalent rating from any other internationally
                recognized rating agency and maturing within one year after the date of acquisition thereof;

            


    

    
      	
              (6)

            	
              investments in commercial paper rated at least “P-1” by Moody’s or at least “A-1” by S&P (or, if at any time neither
                Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) maturing within one year from the date of acquisition thereof and Indebtedness and preferred stock issued by
                Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of one year or less from the date of acquisition thereof;

            


    

    
      	
              (7)

            	
              repurchase obligations for underlying securities of the types described in clauses (1), (2) and (3) above entered into with any
                bank meeting the qualifications specified in clause (3) above; and

            


    

    
      	
              (8)

            	
              investments in investment funds investing 90% of their assets in securities of the types described in clauses (1) through
                (7) above;

            


    

    provided that in the case of any
      investment by a Foreign Subsidiary, “Temporary Cash Investments” shall also include: (w) direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations
      fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within one year after the date of acquisition thereof, (x) investments of the type and maturity described in clauses (1) through (4) above of
      Foreign Subsidiaries (with, in the case of clauses (1) and (2), the references to Canada and the United States to also include the sovereign nation thereof), which investments have ratings described in such clauses or equivalent ratings from
      comparable foreign rating agencies, (y) repurchase obligations for underlying securities of the types described in clauses (1), (2) and (3) above (as modified pursuant to clause (x) above) entered into with any bank meeting the qualifications
      specified in clause (3) above and (z) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

     “TIA” or “Trust
        Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect from time to time.

    “Total Assets” means,


      as of any date of determination, the total assets of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the most recent consolidated balance sheet of the Company as of such date (which
      calculation shall give pro forma effect to any acquisition or Asset Disposition by the Company or any of its Subsidiaries, in each case involving
      the payment or receipt by the Company or any of its Subsidiaries of consideration (whether in the form of cash or non-cash consideration) in excess of $100.0 million that has occurred since the date of such consolidated balance sheet, as if such
      acquisition or Asset Disposition had occurred on the last day of the fiscal period covered by such balance sheet).

    “Transaction Date”
      has the meaning set forth in the definition of Senior Secured Leverage Ratio.

    “Transfer Restricted
        Securities” means Securities that bear or are required to bear or are subject to the Restricted Securities Legend.

    “Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

    “Treasury Rate”
      means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price
      for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

    “Trigger Period”
      means the period commencing on the first public announcement by the Company of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day
      period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

    “Trustee”
      means the party named as such in the preamble until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

    “Unrestricted Cash”
      means, with respect to any Person, as of any date of determination, cash or Temporary Cash Investments of such Person and its Subsidiaries that would not appear as “restricted”, in accordance with GAAP, on a consolidated balance sheet of such Person
      and its Subsidiaries as of such date.

    “Unrestricted
        Definitive Security” means Definitive Securities that are not Transfer Restricted Securities.

    “Unrestricted Global
        Security” means a Global Security which is not a Transfer Restricted Security.

    “U.S. Government
        Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the
      United States is pledged and which are not callable at the issuer’s option.

    “Voting Stock”
      of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

    “Wholly Owned
        Subsidiary” means a Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more Wholly Owned Subsidiaries.

    Section 1.02 Other Definitions.

    	 	
            Defined in

          
	
            Term

          	
            Section

          
	 	 
	
            “Change of Control Offer” 

          	
            10(b)

          
	
            “Covenant Defeasance” 

          	
            8.01(b)

          
	
            “Defaulted Interest” 

          	
            2.14

          
	
            “Defeasance Trust” 

          	
            8.02(a)

          
	
            “Definitive Securities” 

          	
            2.08

          
	
            “Event of Default” 

          	
            6.01

          
	
            “Global Securities” 

          	
            2.02

          
	
            “Legal Defeasance” 

          	
            8.01(b)

          
	
            “Paying Agent” 

          	
            2.05

          
	
            “Permitted Sale/Leaseback” 

          	
            4.11

          
	
            “Registrar” 

          	
            2.05

          
	
            “Regulation S Global Security” 

          	
            2.02

          
	
            “Restricted Global Securities” 

          	
            2.08(b)

          
	
            “Restricted Securities Legend” 

          	
            2.08(a)

          
	
            “Rule 144A Global Security” 

          	
            2.02

          
	
            “Successor Company” 

          	
            5.01(a)

          
	
            “Transfer Agent” 

          	
            2.05

          
	
            “United States” 

          	
            2.19

          


    

    

    Section 1.03 Incorporation by Reference of Trust Indenture Act.

    Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated
      herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

    “indenture securities”
      means the Securities;

    “indenture security
        holder” means a Holder of a Security;

    “indenture to be
        qualified” means this Indenture;

    “indenture trustee”
      or “institutional trustee” means the Trustee; and

    “obligor on the
        indenture securities” means the Company or any other obligor on the Securities.

    All other terms used in this Indenture that are defined by the TIA (other than those defined herein), defined in the
      TIA by reference to another statute or defined by the SEC rule have the meanings therein 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

    (f) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to
        time.

    ARTICLE 2.

      THE SECURITIES

    Section 2.01 Form Generally

    The Securities shall be substantially in the form of Exhibit A hereto with such appropriate insertions, omissions,
      substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
      securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities.

    The certificated Securities shall be printed, lithographed or engraved or produced by any combination of these methods
      or may be produced in any other manner; provided that such method is permitted by the rules of any securities exchange on which such Securities
      may be listed, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities.

    Section 2.02 Securities in Global Form

    Securities sold to persons believed to be QIBs in reliance on Rule 144A under the Securities Act
      will initially be represented by one or more global Securities in registered form without interest coupons attached (each, a “Rule 144A Global Security”).


      Securities sold outside the United States in reliance on Regulation S under the Securities Act will initially be represented by one or more global Securities in registered form without interest coupons attached (each, a “Regulation S Global Security” and, together with the Rule 144A Global Securities, the “Global Securities”). The Global Securities will initially be deposited, on the Issue Date, with the Trustee as custodian for the Depositary and registered in the name of the Depositary or its nominee, in each case for credit to an
      account of a direct or indirect participant in DTC.

    

    

    Securities issued as a Global Security shall represent such of the outstanding Securities as specified therein and may
      provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding
      Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the aggregate principal amount of any increase or decrease in the
      amount of outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by the Holder thereof.

    Global Securities may be issued in either registered or bearer form and in permanent form.

    The provisions of the last sentence of Section 2.04 hereof shall apply to any Security represented by a Global
      Security if such Security was never issued and sold by the Company, and the Company delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 11.04 or 11.05 hereof and need not be accompanied
      by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.04 hereof.

    Notwithstanding the provisions of Section 2.02 and Section 2.14 hereof, payment of principal of and any interest on
      any Global Security shall be made to the Depositary or its nominee, as the case may be, as the sole registered owner and holder of any Global Security for all purposes under this Indenture

    Section 2.03 Amount of Securities.

    On the Issue Date, the Trustee shall authenticate and deliver the Initial Securities and, at any time and from time to
      time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in a Company Order. Such order shall specify the amount of the Securities to be authenticated and the date on which
      the original issue of Securities is to be authenticated. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may have notations, legends or endorsements required by
      law, stock exchange rules or usage. The Securities will be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

    If any of the terms of the Securities are established by action taken pursuant to a Board Resolution, a copy of any
      appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities.

    The Securities, including any Additional Securities and any Exchange Notes, shall be treated as a single class for all
      purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if such
      Additional Securities are not fungible with the Initial Securities (or any Exchange Notes or any other Additional Securities issued after the Issue Date) for United States federal income tax purposes, such Additional Securities will have one or more
      separate CUSIP number, ISIN and/or other identifying number.

    Section 2.04 Execution, Authentication, Delivery and Dating

    Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature
      is on a Security no longer holds that office at the time a Security is authenticated, the Security shall nevertheless be valid.

    A Security shall not be valid until authenticated by the manual or facsimile signature of the Trustee. The signature
      shall be conclusive evidence that the Security has been authenticated under this Indenture.

    At any time and from time to time after the execution and delivery of this Indenture, and subject to delivery of an
      Officers’ Certificate, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company
      Order shall authenticate and deliver such Securities.

    No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
      there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual or facsimile signature of an authorized signatory, and such certificate and signature upon any
      Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form:

    This is one of the Securities referred to in the within-mentioned Indenture.

    U.S. Bank National Association,

      as Trustee

    By: 

    Authorized Signatory

    Each Security shall be dated the date of its authentication.

    Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never
      issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 hereof together with a written statement (which need not comply with Section 11.04 or 11.05 hereof and need not be
      accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never
      be entitled to the benefits of this Indenture.

    Section 2.05 Registrar, Transfer Agent and Paying Agent.

    The Company will maintain one or more paying agents (each a “Paying Agent”) for the Securities in the Borough of Manhattan, The City of New York. The initial sole Paying Agent will be the Trustee.

    

    

    In addition the Company will maintain a transfer agent (the “Transfer Agent”) and a registrar (the “Registrar”) for the Securities.
      The initial Transfer Agent and Registrar will be the Trustee. The Registrar will maintain a register reflecting ownership of the Securities outstanding from time to time, if any, and together with the Transfer Agent, will make payments on and
      facilitate transfers of the Securities on behalf of the Company.

    

    

    The Company may enter into an appropriate agency agreement, which shall incorporate the provisions
      of the TIA, with any Paying Agent, Registrar or Transfer Agent. Such agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. The Company may
      remove any Paying Agent, Registrar or Transfer Agent upon written notice to such Paying Agent, Registrar or Transfer Agent and to the Trustee; provided,
      however, that no such removal shall become effective until, if applicable, acceptance of an appointment by a successor as evidenced by an
      appropriate agreement entered into by the Company and such successor Paying Agent, Registrar or Transfer Agent, as the case may be, and delivered to the Trustee.

    

    

    The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to
      the Holders of the Securities. The Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar in respect of the Securities.

    

    

    The Company hereby initially appoints the Trustee as Paying Agent. The Trustee hereby accepts such
      initial appointment. The Company hereby initially appoints the Trustee as Transfer Agent and Registrar. The Trustee hereby accepts such initial appointment.

    

    

    

    

    Section 2.06 Paying Agent to Hold Money in Trust.

    The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the
      Paying Agent will hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, on, or interest on, such Securities, and will notify the Trustee of any
      default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.

    

    

    Section 2.07 Holder Lists.

    The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
      the names and addresses of all Holders of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee at least five Business Days before
      each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of the Securities and the
      Company shall otherwise comply with TIA § 312(a).

    Section 2.08 Registration, Registration of Transfer and Exchange.

    Upon surrender for registration of transfer of any Securities at an office or agency of the Company designated
      pursuant to Section 4.02 hereof for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations, of a
      like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may
      be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange (other than any exchange of a temporary Security for a permanent Security not involving any change in ownership or any
      exchange pursuant to Section 2.12 or 9.05 hereof, not involving any transfer).

    Notwithstanding any other provisions (other than the provisions set forth in the third paragraph) of this Section
      2.08, a Global Security representing all or a portion of the Securities may not be transferred except as a whole by the Depositary to a nominee of such Depositary. Any holder of a beneficial interest in a Global Security shall, by acceptance of such
      beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any holder of a beneficial interest
      in such Global Security and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book-entry.

    Each Global Security is exchangeable for Securities in certificated form (the “Definitive Securities”) only if (1) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Security or if at any time
      the Depositary ceases to be a clearing agency registered under the Exchange Act and the Company fails within 90 days thereafter to appoint a successor, (2) the Company in its sole discretion determines that such Global Security shall be exchangeable
      or (3) there shall have occurred and be continuing an Event of Default with respect to the Securities represented by the Global Securities. In such event, the Company will issue, and the Trustee, upon receipt of a Company Order for the authentication
      and delivery of Definitive Securities, will authenticate and deliver, Definitive Securities in exchange for such Global Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to Definitive Securities
      equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 or an integral multiple of $1,000 in excess thereof, will
      bear the applicable restrictive legend set forth below, unless not required by applicable law, and will be issued in registered form only, without coupons. Subject to the foregoing, no Global Security is exchangeable, except for a Global Security for
      the same series of Securities of like denomination to be registered in the name of the Depositary or its nominee.

    Upon the exchange of a Global Security for Definitive Securities, such Global Security shall be canceled by the
      Trustee. All canceled Global Securities held by the Trustee shall be destroyed by the Trustee and a certificate of their destruction delivered to the Company.

    At the option of the Holders of Definitive Securities, Definitive Securities may be exchanged for other Definitive
      Securities of any authorized denomination or denominations of a like aggregate principal amount and tenor, upon surrender of the Definitive Securities to be exchanged at such office or agency. Whenever any Definitive Securities are so surrendered for
      exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Definitive Securities which the Holder making the exchange is entitled to receive.

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

    Every Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be
      accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his or her attorney duly authorized in writing.

    (a) Legend.

    
      	
              (i)

            	
              Each Security certificate evidencing the Global Securities (and all Securities issued in exchange therefor
                or in substitution thereof) shall bear a legend in substantially the following form:

            


    

    “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      REFERRED TO ON THE REVERSE HEREOF), 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, TO
      NOMINEES OF THE DEPOSITARY 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 ON THE
      REVERSE HEREOF.”

    Except as permitted by the following paragraph (ii) or (iii), each Security certificate evidencing the Global Securities and the
      Definitive Securities that are Transfer Restricted Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (the “Restricted Securities Legend”) (each defined term in the legend being defined as such for purposes of the legend only):

    “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
      SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY
      OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY
      EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY
      EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT TO THE RECEIPT BY THE
      REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
      THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.”

    Except as permitted by the following paragraph (ii), (iii) and (iv), each Definitive Security shall also bear the following additional
      legend, unless such legend is not required by applicable law:

    “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

    
      	
              (ii)

            	
              Upon any sale or transfer of a Transfer Restricted Security that is a Definitive Security pursuant to Rule
                144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Definitive Security that does not bear the legends set forth above and rescind any restriction on the transfer
                of such Transfer Restricted Security if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security).

            


    

    
      	
              (iii)

            	
              After a transfer of any Initial Securities during the period of the effectiveness of a Shelf Registration
                Statement with respect to such Initial Securities, all requirements pertaining to the Restricted Securities Legend on such Initial Securities shall cease to apply and the requirements that any such Initial Securities be issued in global
                form shall continue to apply.

            


    

    
      	
              (iv)

            	
              Any Additional Securities sold in a registered offering shall not be required to bear the Restricted
                Securities Legend.

            


    

    (b) Transfer and Exchange of Beneficial Interests in Global Securities.  The transfer and
        exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depositary.  Beneficial interests in Transfer
        Restricted Securities which are Global Securities (“Restricted Global Securities”) shall be subject to restrictions on transfer comparable to
        those set forth herein to the extent required by the Securities Act.  Except as otherwise set forth herein, beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in Global Securities.  Transfers
        and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

    
      	
              (i)

            	
              Transfer of Beneficial
                    Interests in the Same Global Security.  Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global
                Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend.  A beneficial interest in an Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a
                beneficial interest in the same Unrestricted Global Security.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.08(b)(i).

            


    

    
      	
              (ii)

            	
              All Other Transfers and
                    Exchanges of Beneficial Interests in Global Securities.  In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.08(b)(i), the transferor of such
                beneficial interest must deliver to the Registrar (1) a written order from a participant given to the Depositary in accordance with the applicable rules and procedures of the Depositary directing the Depositary to credit or cause to be
                credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depositary
                containing information regarding the participant account to be credited with such increase.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and
                the Securities or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Security pursuant to Section 2.08(f).

            


    

    
      	
              (iii)

            	
              Transfer of Beneficial
                    Interests to Another Restricted Global Security.  A beneficial interest in a Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted
                Global Security if the transfer complies with the requirements of Section 2.08(b)(ii) above and the Registrar receives the following:

            


    

    
      	
              (A)

            	
              if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security,
                then the transferor must deliver a certificate in the form attached to the applicable Security; and

            


    

    
      	
              (B)

            	
              if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security,
                then the transferor must deliver a certificate in the form attached to the applicable Security.

            


    

    
      	
              (iv)

            	
              Transfer and Exchange of
                    Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security.  A beneficial interest in a Restricted Global Security may be exchanged by any holder thereof for a beneficial
                interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section
                2.08(b)(ii) above and the Registrar receives the following:

            


    

    
      	
              (A)

            	
              if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such
                beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security; or

            


    

    
      	
              (B)

            	
              if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such
                beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security,

            


    

    and, in each such case, if the Company or the Registrar so requests or if the applicable rules and procedures of the
      Depositary so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein
      and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act.  If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security
      has not yet been issued, the Company shall issue and, upon receipt of a Company Order and an Officers’ Certificate in accordance with Section 2.04, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal
      amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).

    
      	
              (v)

            	
              Transfer and Exchange of
                    Beneficial Interests in an Unrestricted Global Security for Beneficial Interests in a Restricted Global Security.  Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who
                take delivery thereof in the form of, a beneficial interest in a Restricted Global Security.

            


    

    
      	
              (c)

            	
              Transfer and Exchange of
                    Beneficial Interests in Global Securities for Definitive Securities.  A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described above in this Section
                2.08.  A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described above in this Section 2.08.  In the event that a
                Global Security is exchanged for a Definitive Security prior to the consummation of  Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in
                accordance with the procedures consistent with this Section 2.08 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or
                another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

            


    

    (d) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities. 


        Transfers and exchanges of beneficial interests in the Global Securities shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

    
      	
              (i)

            	
              Transfer Restricted
                    Securities that are Definitive Securities to Beneficial Interests in Restricted Global Securities.  If any Holder of a Transfer Restricted Security that is a Definitive Security proposes to exchange such Transfer Restricted
                Security for a beneficial interest in a Restricted Global Security or to transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon
                receipt by the Registrar of the following documentation:

            


    

    
      	
              (A)

            	
              if the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security
                for a beneficial interest in a Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security;

            


    

    
      	
              (B)

            	
              if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the
                Securities Act, a certificate from such Holder in the form attached to the applicable Security;

            


    

    
      	
              (C)

            	
              if such Transfer Restricted Security is being transferred to a “non-U.S. person” in an offshore transaction
                in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

            


    

    
      	
              (D)

            	
              if such Transfer Restricted Security is being transferred pursuant to an exemption from the registration
                requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

            


    

    
      	
              (E)

            	
              if such Transfer Restricted Security is being transferred to an IAI in reliance on an exemption from the
                registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Security; or

            


    

    
      	
              (F)

            	
              if such Transfer Restricted Security is being transferred to the Company or a Subsidiary thereof, a
                certificate from such Holder in the form attached to the applicable Security;

            


    

    the Registrar shall cancel the Transfer Restricted Security, and increase or cause to be increased the aggregate
      principal amount of the appropriate Restricted Global Security.

    
      	
              (ii)

            	
              Transfer Restricted
                    Securities that are Definitive Securities to Beneficial Interests in Unrestricted Global Securities.  A Holder of a Transfer Restricted Security that is a Definitive Security may exchange such Transfer Restricted Security for
                a beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar
                receives the following:

            


    

    
      	
              (A)

            	
              If the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security
                for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or

            


    

    
      	
              (B)

            	
              if the Holder of such Transfer Restricted Securities proposes to transfer such Transfer Restricted Security
                to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security,

            


    

    and, in each such case, if the Company or the Registrar so requests or if the applicable rules and procedures of the
      Depositary so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein
      and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act.  Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Securities and
      increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security.  If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet been
      issued, the Company shall issue and, upon receipt of a Company Order and an Officers’ Certificate in accordance with Section 2.04, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the
      aggregate principal amount of Transfer Restricted Securities transferred or exchanged pursuant to this subparagraph (ii).

    
      	
              (iii)

            	
              Unrestricted Definitive
                    Securities to Beneficial Interests in Unrestricted Global Securities.  A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global
                Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time.  Upon receipt of a request for such an exchange or
                transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities.  If any such transfer or exchange is
                effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of a Company Order and an Officer’s Certificate in accordance with Section 2.04,
                the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph
                (iii).

            


    

    
      	
              (iv)

            	
              Unrestricted Definitive
                    Securities to Beneficial Interests in Restricted Global Securities.  An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in
                a Restricted Global Security.

            


    

    (e) Transfer and Exchange of Definitive Securities for Definitive Securities.  Upon
        request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.08(e), the Registrar shall register the transfer or exchange of Definitive Securities.  Prior to such registration of transfer or
        exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its
        attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.08(e).

    
      	
              (i)

            	
              Transfer Restricted
                    Securities that are Definitive Securities to Transfer Restricted Securities that are Definitive Securities.  A Transfer Restricted Security that is a Definitive Security may be transferred to and registered in the name of a
                Person who takes delivery thereof in the form of a Transfer Restricted Security that is a Definitive Security if the Registrar receives the following:

            


    

    
      	
              (A)

            	
              if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver
                a certificate in the form attached to the applicable Security;

            


    

    
      	
              (B)

            	
              if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor
                must deliver a certificate in the form attached to the applicable Security;

            


    

    
      	
              (C)

            	
              if the transfer will be made pursuant to an exemption from the registration requirements of the Securities
                Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Security;

            


    

    
      	
              (D)

            	
              if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the
                Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Security; and

            


    

    
      	
              (E)

            	
              if such transfer will be made to the Company or a Subsidiary thereof, a certificate in the form attached to
                the applicable Security.

            


    

    
      	
              (ii)

            	
              Transfer Restricted
                    Securities that are Definitive Securities to Unrestricted Definitive Securities.  Any Transfer Restricted Security that is a Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security
                or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security if the Registrar receives the following:

            


    

    
      	
              (A)

            	
              if the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for
                an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security; or

            


    

    
      	
              (B)

            	
              if the Holder of such Transfer Restricted Security proposes to transfer such Transfer Restricted Security to
                a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security,

            


    

    and, in each such case, if the Company or the Registrar so requests, an Opinion of Counsel in form reasonably
      acceptable to the Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in
      order to maintain compliance with the Securities Act.

    
      	
              (iii)

            	
              Unrestricted Definitive
                    Securities to Unrestricted Definitive Securities.  A Holder of an Unrestricted Definitive Security may transfer such Unrestricted Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted
                Definitive Security at any time.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

            


    

    
      	
              (iv)

            	
              Unrestricted Definitive
                    Securities to Transfer Restricted Securities that are Definitive Securities.  An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer
                Restricted Security that is a Definitive Security.

            


    

    (f) Cancellation or Adjustment of Global Security.  At such time as all beneficial
        interests in a particular Global Security have been exchanged for Definitive Securities , transferred, redeemed, repurchased or canceled in whole and not in part, such Global Security shall be returned to or retained and canceled by the Trustee in
        accordance with Section 2.13 of this Indenture.  At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
        in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Registrar or by the
        Depositary at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security,
        such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Registrar or by the Depositary at the direction of the Trustee to reflect such increase.

    The Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period
      beginning 15 Business Days before any selection of Securities to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected
      for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

    (g) Certain transfers in Connection with and After the Registered Exchange
            Offer.  Notwithstanding any other provision of this Indenture:

    
      	
              (i)

            	
              No Exchange Notes may be exchanged by the Holder thereof for an Initial Security;

            


    

    
      	
              (ii)

            	
              Accrued and unpaid interest on the Initial Securities exchanged in the Registered Exchange Offer shall be
                due and payable on the next Interest Payment Date for the Exchange Notes following the Registered Exchange Offer and shall be paid to the Holder on the relevant record date of the Exchange Notes issued in respect of the Initial Securities
                being exchanged; and

            


    

    
      	
              (iii)

            	
              Interest on the Initial Securities being exchanged in the Registered Exchange Offer shall cease to accrue on
                (and including) the date of completion of the Exchange Offer and interest on the Exchange Notes to be issued in the Exchange offer shall accrue from (but excluding) the date of completion of the Registered Exchange Offer.

            


    

    (h) Registered Exchange Offer.  Upon the occurrence of a
        Registered Exchange Offer in accordance with a Registration Rights Agreement, the Company shall issue and, upon receipt of a Company Order, the Trustee shall authenticate, (i) one or more Global Securities without the Restricted Securities Legend
        in an aggregate principal amount equal to the principal amounts of the beneficial interests in the Global Securities tendered for acceptance by Persons that certify in the applicable letters of transmittal that (x) they are not broker dealers, (y)
        they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Definitive Securities without the Restricted
        Securities Legend in an aggregate principal amount equal to the principal amount of the Definitive Securities, if any, tendered for acceptance by Persons that certify in the applicable letters of transmittal that (x) they are not broker dealers,
        (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the
        Trustee shall cause the aggregate principal amount of the applicable Global Securities with the Restricted Securities Legend to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and mail to the Persons
        designated by the Holders of the Definitive Securities so accepted Definitive Securities without the Restricted Securities Legend in the applicable principal amount. Any Securities that remain outstanding after the consummation of the Exchange
        Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under the Indenture

    Section 2.09 Replacement Securities.

    If any mutilated Security is surrendered to the Trustee or the Company or the Trustee receives evidence to its
      satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of a Company Order, shall authenticate a replacement Security if the Trustee’s requirements are met. If required by the Trustee or
      the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent from any loss that any of them may suffer if a Security is replaced. The
      Company and the Trustee may charge the Holder for their expenses in replacing a Security (including, with limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, destroyed, lost or stolen Security
      has become or is about to become due and payable, the Company may pay such Security instead of issuing a new Security in replacement thereof.

    Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of
      this Indenture equally and proportionately with all other Securities duly issued hereunder.

    The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

    Section 2.10 Outstanding Securities.

    The Securities outstanding at any time are all the Securities authenticated by the Trustee  except for those canceled
      by the Trustee, those delivered to the Trustee for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.10 as not outstanding.
      Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. Subject to the foregoing, in determining whether the Holders of the requisite principal
      amount of outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (including, without limitation, determinations pursuant to Articles 6 and 9 hereof), only Securities
      outstanding at the time of such determination shall be considered in any such determination.

    If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives
      proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

    If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and
      interest on it ceases to accrue.

    If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date
      or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to accrue interest.

    Section 2.11 When Securities Disregarded.

    For purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action
      under this Indenture, Securities owned by the Company or by any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any
      direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

    Section 2.12 Temporary Securities.

    Until certificates representing Securities are ready for delivery, the Company may prepare and the Trustee, upon
      receipt of a Company Order, shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of certificated Securities but may have variations that the Company considers appropriate for temporary Securities and as
      shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities in exchange for temporary Securities.

    Holders of temporary Securities shall be entitled to all of the benefits of this Indenture as permanent Securities.

    Section 2.13 Cancellation.

    The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall
      forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or
      cancellation and shall destroy canceled Securities (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Securities shall be delivered to the Company. The Company may not issue new
      Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation.

    Section 2.14 Payment of Interest.

    Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date
      shall be paid to the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, even if such Securities are canceled after such applicable Regular
      Record Date and on or before such applicable Interest Payment Date, except as otherwise provided in this Section 2.14 with respect to Defaulted Interest.

    If the Company defaults in a payment of interest on the Securities which is payable (“Defaulted Interest”), it shall pay the Defaulted Interest in any lawful manner plus, to the extent lawful, interest payable on the Defaulted Interest, to the Persons who are
      Holders on a subsequent Special Record Date, in each case at the rate provided in the Securities. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on the Securities and the date of the proposed
      payment. The Company shall fix or cause to be fixed each such Special Record Date and payment date, provided that no such Special Record Date
      shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the Special Record Date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the
      Company) shall mail, or deliver electronically if the Securities are held by any depositary in accordance with such depositary’s customary procedures, to Holders a notice that states the Special Record Date, the related payment date and the amount of
      such interest to be paid.

    Subject to the foregoing provisions of this Section 2.14 and Section 2.08 hereof, each Security delivered under this
      Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

     

    

    

    

    Section 2.15 Persons Deemed Owners.

    Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the
      Company or the Trustee may treat the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (and subject to Sections 2.08 and 2.14 hereof) interest on such Security and
      for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

    None of the Company, the Trustee or any of their respective agents has or will
      have any responsibility or liability for any aspect of the Depositary’s records or any participant’s records or any indirect participant’s relating to or payments made on account of beneficial ownership interests in Global Securities or for
      maintaining, supervising or reviewing any of the Depositary’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interest in the Global Securities, or any other matter relating to the actions and
      practices of the Depositary or any of its participants or indirect participants.

    

    

    Section 2.16 Computation of Interest.

    Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

    Section 2.17 CUSIP Numbers, ISINs, etc.

    The Company, in issuing the Securities, may use CUSIP numbers, ISINs and/or other identifying numbers (if then
      generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and/or other identifying numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be placed only on the
      other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers, ISINs and/or other
      identifying numbers.

    Section 2.18 Issuance of Additional Securities.

     The
        Company shall be entitled to issue Additional Securities under this Indenture, which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance, the date from which interest will
        accrue thereon and the issue price.

    With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and
      an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

    (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; and

    (2) the issue price, the issue date and the CUSIP numbers, ISINs, and/or other identifying numbers of such Additional Securities.

    ARTICLE 3.

      REDEMPTION AND PREPAYMENT

    Section 3.01 Right to Redeem; Notices to Trustee.

    Except as set forth in Paragraph 5 of the Securities set forth in Exhibit A and this Article 3, the Company will not
      be entitled to redeem the Securities at its option prior to their Stated Maturity.

    If the Company elects to redeem Securities, it shall furnish to the Trustee, at least 10 days (or such shorter period
      as may be acceptable to the Trustee) but not more than 60 days before a Redemption Date, written notice of such redemption accompanied with an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption
      shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities to be redeemed and (iv) the Redemption Price. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the
      Company and given to the Trustee, which record date shall be not fewer than 10 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being sent to any Holder and shall thereby be
      void and of no effect.

    The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Securities
      and may at any time and from time to time acquire Securities by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of this
      Indenture.

    Section 3.02 Selection of Securities to Be Redeemed.

    If the Company is redeeming less than all of the Securities at any time, the Trustee will select Securities to be
      redeemed on a pro rata basis (or as nearly pro
        rata as practicable in accordance with the applicable procedures of the Depositary) unless otherwise required by law or the applicable procedures of the Depositary. In any case, the principal amount of a Security remaining outstanding after
      a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.

    The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of
      any Security selected for partial redemption, the principal amount thereof to be redeemed. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

    Section 3.03 Notice of Redemption to Holders.

    At least 10 days but not more than 60 days before a Redemption Date, the Company will mail or cause to be mailed, or
      delivered electronically if held by any Depositary in accordance with such Depositary’s customary procedures, a notice of redemption to each Holder whose Securities are to be redeemed at its registered address. Any redemption may, at the Company’s
      option, be subject to the satisfaction of one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the
      Redemption Date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered (or delivered electronically if the Securities are held by any depositary)) as any or all such conditions shall be
      satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such
      notice may be rescinded at any time in the Company’s discretion if in the good faith judgment of the Company any or all of such conditions will not be satisfied or waived.

    The notice shall identify the Securities to be redeemed and shall state:

    (a) the Redemption Date;

    (b) the Redemption Price and the amounts of accrued and unpaid interest to the Redemption Date;

    (c) if less than all the outstanding Securities are to be redeemed, the identification (and in the case of partial redemption, the portion of the principal amount) of the particular
        Security to be redeemed;

    (d) that, after the Redemption Date upon cancellation of such Security, a new Security or Securities in principal amount equal to the unredeemed portion, if any, of the original
        Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;

    (e) the name and address of the Paying Agent;

    (f) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued and unpaid interest;

    (g) that, unless the Company defaults in making such redemption payment, interest, if any, on Securities (or portion thereof) called for redemption ceases to accrue on and after the
        Redemption Date;

    (h) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption are being redeemed; and

    (i) that no representation is made as to the correctness or accuracy of the CUSIP number, ISIN and/or other identifying number, if any, listed in such notice or printed on the
        Securities.

    The Company may provide in any notice of redemption that payment of the Redemption Price and accrued and unpaid
      interest, if any, and the performance of the Company’s obligations with respect to such redemption may be performed by another Person.

    At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense. In
      such event, the Company shall provide the Trustee with the information required by this Section 3.03.

    Notwithstanding the foregoing, a notice of redemption may be mailed, or delivered electronically, more than 60 days
      prior to the Redemption Date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture.

    Section 3.04 Effect of Notice of Redemption.

    Once notice of redemption is mailed in accordance with Section 3.03 hereof, Securities called for redemption become
      due and payable on the Redemption Date and at the Redemption Price stated in such notice, subject to the second sentence of the first paragraph of Section 3.03. A notice of redemption may be conditional. Upon surrender to the Paying Agent, such
      Securities shall be paid at the Redemption Price stated in the notice, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date; provided, however, that if the Redemption Date is on or after a Regular Record Date but on or prior to the related Interest
      Payment Date, then any accrued and unpaid interest in respect of the Securities subject to redemption shall be paid on the Redemption Date to the Person in whose name the Securities are registered at the close of business on such Regular Record Date
      and no additional interest will be payable to Holders whose Securities are subject to redemption by the Company. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

    Section 3.05 Deposit of Redemption Price.

    Prior to 10:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Trustee or with
      the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and (unless the Redemption Date shall be an Interest Payment Date) accrued and
      unpaid interest to, but not including the Redemption Date on the Securities or portions thereof to be redeemed on such date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent
      by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest on, all Securities to be redeemed.

    If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest
      shall cease to accrue on the Securities or the portions of Securities called for redemption. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding
      paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities.

    Section 3.06 Reserved.

    Section 3.07 Securities Redeemed in Part.

    If any Definitive Security is to be redeemed in part only, upon surrender of the Definitive Security, a Definitive
      Security or Definitive Securities of the same series will be issued by the Company (and authenticated by the Trustee) in principal amount equal to the unredeemed portion (at the expense of the Company) of the Definitive Security Surrendered. If any
      Global Security is to be redeemed in part only, the records of the Trustee shall reflect such decrease in the principal amount of such Global Security.

    ARTICLE 4.

      COVENANTS

    Section 4.01 Payment of Securities.

    The Company shall pay or cause to be paid the principal of, premium, if any, on and interest on the Securities on the
      dates and in the manner provided in the Securities. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York City time on
      the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

    Section 4.02 Maintenance of Office or Agency.

    The Company shall maintain an office or agency (which may be an office of the Trustee, an affiliate of the Trustee or
      the Registrar) where the Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall 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 Corporate Trust Office of the Trustee.

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

    The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company

    Without limiting the generality of the foregoing, and subject to its right to rescind such designation, the Company
      hereby designates that, with respect to any Global Security, the Corporate Trust Office for the Trustee shall be the place of payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange,
      or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the procedures of the Depositary for such Global Security shall be deemed to have been effected at the place of
      payment for such Global Security in accordance with the provisions of this Indenture.

    Section 4.03 SEC Reports.

    (a) So long as the Securities are outstanding the Company will deliver to the Trustee within 15 days after the filing
      of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding
      that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the Securities are outstanding the Company will file with the SEC, in accordance with rules and regulations prescribed from time
      to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be
      prescribed in such rules and regulations.

    (b) Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the
      Trustee and the Holders of the Securities if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.

    (c) In addition, for so long as any Securities remain outstanding and constitute “restricted securities” under Rule
      144 under the Securities Act, the Company will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will at all times
      comply with the provisions of TIA §314(a), to the extent the Trust Indenture Act applies to this Indenture or any Securities.

    Section 4.04 Compliance Certificate.

    The Company shall deliver to the Trustee, (a) within 120 days after the end of each fiscal year, an Officers’
      Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and indicating whether the signers know of any Default that occurred during the
      previous year and (b) within 30 days after becoming aware of the occurrence thereof, written notice of any event which would constitute a Default hereunder, its status and what action the Company is taking or proposes to take in respect thereof.

    Section 4.05 Reserved.

    Section 4.06 Reserved.

    Section 4.07 Reserved.

    Section 4.08 Reserved.

    Section 4.09 Reserved.

    Section 4.10 Limitation on Liens.

    The Company will not, nor will the Company permit any of its Domestic Subsidiaries to, create, incur or assume any
      Lien (other than Permitted Liens) upon any Principal Property or upon the Capital Stock or Indebtedness of any of its Subsidiaries, in each case to secure Indebtedness for borrowed money of the Company, any Subsidiary or any other Person, without
      making effective provision whereby any and all Securities then or thereafter outstanding will be secured by a Lien equally and ratably with or prior to any and all Indebtedness for borrowed money thereby secured for so long as any such Indebtedness
      for borrowed money shall be so secured. Any Lien created for the benefit of the Holders of the Securities pursuant to the preceding sentence will provide by its terms that such Lien will be automatically and unconditionally released and discharged
      upon the release and discharge of the initial Lien.

    Section 4.11 Limitation on Sale/Leaseback Transactions.

    The Company will not, and will not permit any Domestic Subsidiary to, enter into any Sale/Leaseback Transaction other
      than (a) a Sale/Leaseback Transaction in respect of which the Attributable Debt does not, when taken together with the Attributable Debt as of such date with respect to all other Sale/Leaseback Transactions entered into pursuant to this clause (a),
      exceed the greater of (i) $90.0 million and (ii) 1.0% of Total Assets, calculated as of the date on which such Sale/Leaseback Transaction is consummated (each such Sale/Leaseback Transaction entered into pursuant to this clause (a), a “Permitted Sale/Leaseback”), (b) any Sale/Leaseback Transaction so long as the Company or such Domestic Subsidiary would be entitled to create a Lien
      on such Principal Property securing the Attributable Debt with respect to such Sale/Leaseback Transaction without equally and ratably securing the Securities pursuant to Section 4.10 and (c) any Sale/Leaseback Transaction of which the net proceeds
      received by the Company or any Domestic Subsidiary are at least equal to the fair market value (as determined by the Board of Directors) of such Principal Property and are applied by the Company or such Domestic Subsidiary, as applicable, within 365
      days after the sale of such Principal Property in connection with which such Sale/Leaseback Transaction is completed, to either (or in combination of) (i) the prepayment, repayment, redemption or purchase of the Securities, Indebtedness of the
      Company that is pari passu in right of payment to the Securities or Indebtedness (other than any Disqualified Stock) of a Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company ) or (ii) the purchase, construction,
      development, expansion or improvement of Additional Assets.

    Section 4.12 Reserved.

    Section 4.13 Reserved.

    Section 4.14 Reserved.

    Section 4.15 Stay and Extension Laws.

    The Company covenants (to the extent that it 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 or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent
      that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power therein granted to the Trustee, but will
      suffer and permit the execution of every such power as though no such law has been enacted.

    ARTICLE 5.

      SUCCESSORS

    Section 5.01 Merger, Consolidation, or Sale of Assets.

    The Company will not consolidate with or merge with or into, or convey, transfer, lease or otherwise dispose of in one
      transaction or a series of transactions, directly or indirectly, all or substantially all of its assets to, any Person, unless:

    (a) the resulting, surviving or transferee Person (the “Successor Company”)
        shall be a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and
        delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;

    (b) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an Obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor
        Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and 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, merger, conveyance, transfer, lease or
        other disposition and such supplemental indenture (if any) comply with this Indenture;

    provided, however, that
      clause (3) will not be applicable to the Company merging, consolidating or amalgamating with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.

    For purposes of this Section 5.01, the conveyance, transfer, lease or other disposition of all or substantially all of
      the assets of one or more Subsidiaries, which assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the assets of the Company on a consolidated basis, shall be deemed to be the conveyance, transfer,
      lease or other disposition, as applicable, of all or substantially all of the assets of the Company.

    Section 5.02  Successor Company Substituted.

    The Successor Company, if not the Company, will be the successor to the Company and shall succeed to and be
      substituted for the Company, and may exercise every right and power of the Company under this Indenture, and the Company, except in the case of a lease, will be released from all obligations under the Securities and this Indenture, including, without
      limitation, the Obligation to pay the principal of and interest on the Securities.

    Notwithstanding anything to the contrary provided herein, this Article 5 shall not apply to a conveyance, transfer,
      lease or other disposition of assets between or among the Company and any Subsidiary.

    Section 5.03 Reserved.

    ARTICLE 6.

      DEFAULTS AND REMEDIES

    Section 6.01 Events of Default.

    Each of the following is an event of default (each, an “Event of Default”):

    (a) a default in the payment of interest on the Securities when due, continued for 30 days;

    (b) a default in the payment of principal of, or premium, if any, on, any Security when due at its Stated Maturity, upon optional redemption, upon required purchase, upon
        declaration of acceleration or otherwise;

    (c) the failure by the Company to comply for 30 days after notice with its obligations under Article 5;

    (d) the failure by the Company to comply for 45 days after notice with any of its obligations under Article 10 (other than a failure to purchase Securities);

    (e) the failure by the Company or any Domestic Subsidiary to comply for 60 days after notice with its other covenants, obligations, warranties or agreements contained in this
        Indenture;

    (f) Indebtedness of the Company or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of
        a default and the total principal amount of such Indebtedness unpaid or accelerated exceeds $150.0 million;

    (g) (A) the Company or any Significant Subsidiary, pursuant to or within the meaning of 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 assets or (iv) makes a general assignment for the benefit of its creditors, or (B) a court of competent
        jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any Significant Subsidiary in an involuntary case, (ii) appoints a custodian of the Company or any Significant Subsidiary or for all or
        substantially all of the assets of the Company or any Significant Subsidiary, or (iii) orders the liquidation of the Company or any Significant Subsidiary; or

    (h) a final, non-appealable judgment or order is rendered against the Company or any Significant Subsidiary, which requires the payment in money by the Company or any Significant
        Subsidiary either individually or in the aggregate, of an amount (to the extent not covered by insurance) in excess of $150.0 million and such judgment or order remains unsatisfied, undischarged, unvacated, unbonded and unstayed for 60 days.

    However, a default under clauses (c), (d) and (e) will not constitute an Event of Default until the Trustee or the
      Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (c), (d) and (e) after receipt of such notice.

    Section 6.02 Acceleration.

    If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the
      outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing,
      if an Event of Default specified in clause (g) of Section 6.01 hereof occurs and is continuing, the principal of and interest on all the Securities will ipso


        facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Securities. The Holders of a majority in aggregate principal amount of the then outstanding Securities by
      written notice to the Trustee may on behalf of all of the Holders of Securities rescind an acceleration with respect to the Securities and its consequences if all existing Events of Default (except nonpayment of principal, interest or premium that
      has become due solely because of the acceleration) have been cured or waived.

    Section 6.03 Other Remedies.

    If an Event of Default with respect to Securities occurs and is continuing, the Trustee may pursue any available
      remedy to collect the payment of principal of, premium, if any, on and interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

    The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of
      them in the proceeding. A delay or omission by the Trustee or any Holder of a Security in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of
      Default. All remedies are cumulative to the extent permitted by law.

    Section 6.04 Waiver of Past Defaults.

    Holders of not less than a majority in aggregate principal amount of the then outstanding Securities by notice to the
      Trustee may on behalf of the Holders of all of the Securities waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on or
      interest on the Securities (including in connection with an offer to repurchase) (provided, however, that pursuant to Section 6.02 of this
      Indenture the Holders of a majority in aggregate principal amount of the then outstanding Securities may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver,
      such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
      thereon. This Section 6.04 shall be in lieu of TIA § 316(a)(1)(B), and TIA § 316(a)(1)(B) is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA.

    Section 6.05 Control by Majority.

    Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method
      and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that
      the Trustee determines is unduly prejudicial to the rights of any other Holder of a Security or that would involve the Trustee in personal liability. This Section 6.05 shall be in lieu of TIA § 316(a)(1)(A), and TIA § 316(a)(1)(A) is hereby expressly
      excluded from this Indenture and the Securities, as permitted by the TIA.

    Section 6.06 Limitation on Suits.

    Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a
      Security may pursue any remedy with respect to this Indenture or the Securities unless:

    (a) such Holder has previously given the Trustee notice that an Event of Default is continuing;

    (b) Holders of at least 25% in principal amount of the outstanding Securities have requested in writing the Trustee to pursue the remedy;

    (c) such Holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense;

    (d) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

    (e) Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period.

    A Holder of any Security may not use this Indenture to prejudice the rights of another Holder or to obtain a
      preference or priority over another Holder.

    Section 6.07 Rights of Holders of Securities to Receive Payment.

    Notwithstanding any other provision of this Indenture, any Holder of the Securities shall have the right to bring suit
      for the payment of principal of, premium, if any, on and interest on its Security, on or after the respective due dates expressed or provided for in such Security (including in connection with an offer to repurchase).

    Section 6.08 Collection Suit by Trustee.

    If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized
      to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any on, and interest remaining unpaid on the Securities and interest on overdue principal and, to the extent
      lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

    Section 6.09 Trustee May File Proofs of Claim.

    The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable
      in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities allowed in any judicial proceedings
      relative to the Company (or any other obligor upon the Securities), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any
      custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
      amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be
      secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or
      arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
      Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

    Section 6.10 Priorities.

    If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

    First:
      to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

    Second:
      to Holders of Securities for amounts due and unpaid on the Securities for principal, premium, if any, and interest (including Additional Interest, if any), ratably, without preference or priority of any kind, according to the amounts due and payable
      on the Securities for principal, premium, if any and interest, respectively; and

    Third:
      to the Company or to such party as a court of competent jurisdiction shall direct.

    The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section
      6.10.

    Section 6.11 Undertaking for Costs.

    In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
      action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including
      reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
      a Security pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities.

    ARTICLE 7.

      TRUSTEE

    Section 7.01 Duties of Trustee.

    (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care
        and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. Other than with respect to an Event of Default in the payment when due of interest or an Event of Default in
        the payment when due of principal of or premium, the Trustee shall not be deemed to have knowledge of Events of Default unless a Responsible Officer has actual knowledge or receives written notice of such Event of Default in accordance with Section
        11.02 and such notice references the Securities and this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request or
        direction of any Holders of Securities, unless such Holders shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of this Indenture.

    (b) With respect to the Securities, except during the continuance of an Event of Default with respect to the Securities:

    
      	
              (i)

            	
              the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the
                Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

            


    

    
      	
              (ii)

            	
              in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
                statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions
                to determine whether or not they conform to the requirements of this Indenture.

            


    

    (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

    
      	
              (i)

            	
              this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

            


    

    
      	
              (ii)

            	
              the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the
                Trustee was negligent in ascertaining the pertinent facts; and

            


    

    
      	
              (iii)

            	
              the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
                accordance with a direction received by it pursuant to Section 6.05 hereof.

            


    

    (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section
        7.01.

    (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder
        or in the exercise of any of its rights or powers.

    (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not
        be segregated from other funds except to the extent required by law.

    Section 7.02 Rights of Trustee.

    (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any
        fact or matter stated in the document.

    (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it
        takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
        protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

    (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

    (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this
        Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

    (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

    (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of the
        Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the loss, liability or expense that might be incurred by it in compliance with such request or direction.

    (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be
        enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

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

    Section 7.03 Individual Rights of Trustee.

    The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
      deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee; provided,however, if the Trustee acquires any conflicting interest as defined in the TIA, it must either eliminate such conflict within 90 days, apply to the SEC for permission
      to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee must also comply with Sections 7.10 and 7.11 hereof.

    Section 7.04 Trustee’s Disclaimer.

    The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
      or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use
      or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Securities or any other document in connection with the sale of the
      Securities or pursuant to this Indenture other than its certificate of authentication.

    Section 7.05 Notice of Defaults.

    If a Default occurs and is continuing with respect to the Securities and the Trustee has notice of such Default as
      described in Section 7.01(a) hereof, the Trustee will mail to each Holder of Securities a notice of the Default within 90 days after it occurs in the manner and to the extent provided in the TIA and otherwise as provided in this Indenture; provided, however, that in any event the Trustee shall not be required to mail such notice until 10 days after a Responsible Officer of the Trustee
      receives notice of such Default as described in Section 7.01(a) hereof. Except in the case of a Default or Event of Default in the payment of principal of or interest on any Security, the Trustee may withhold notice if and so long as a committee of
      its Responsible Officers determines that withholding notice is in the best interests of the Holders of the Securities.

    Section 7.06 Reports by Trustee to Holders.

    If required by TIA § 313(a), within 60 days after each January 31 beginning with the January 31 following the date of
      this Indenture, and for so long as the Securities remain outstanding, the Trustee shall mail to each Holder a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within
      the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d)

    Reports pursuant to this Section 7.06 shall be transmitted by mail:

    (1) to all Holders of Securities, as the names and addresses of such Holders appear on the Registrar’s books;

    (2) to such Holders of Securities as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that
        purpose; and

    (3) with respect to reports required by TIA §313(a), to all Holders of Securities whose names and addresses have been furnished to or received by the
        Trustee pursuant to TIA §312.

    A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the SEC and
      each stock exchange, if any, on which the Securities are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee, in writing, when the Securities are listed on any stock exchange or delisted therefrom.

    Section 7.07 Compensation and Indemnity.

    The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture
      and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements,
      advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

    Except as otherwise provided in this Section 7.07, the Company shall indemnify the Trustee against any and all losses,
      liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section
      7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss,
      liability or expense may be attributable to its willful misconduct or gross negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which a Responsible Officer has received notice and for which it may seek indemnity.
      Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company has been materially prejudiced by such failure. The Company shall defend the claim and the Trustee shall
      cooperate in the defense. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

    The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

    To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the
      Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, on and interest on particular Securities.

    When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) hereof
      occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

    The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

    Section 7.08 Replacement of Trustee.

    A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the
      successor Trustee’s acceptance of appointment as provided in this Section 7.08.

    The Trustee may resign in writing at any time by notifying the Company in writing at least 10 days prior to the date
      of the proposed resignation and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Securities may remove the Trustee by so notifying the Trustee and the
      Company in writing. The Company may remove the Trustee if:

    (a) the Trustee fails to comply with Section 7.10 hereof;

    (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

    (c) a custodian or public officer takes charge of the Trustee or its property; or

    (d) the Trustee becomes incapable of acting.

    If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall
      promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee
      appointed by the Company.

    If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
      retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

    If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply
      with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

    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. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the retiring Trustee hereunder have been paid and subject to the Lien provided for in Section
      7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

    Section 7.09 Successor Trustee by Merger, etc.

    If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
      corporation, the successor corporation without any further act shall be the successor Trustee.

    

    

    Section 7.10 Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder who satisfies the requirements of TIA § 310(a)(1), (2) and (5) in
      every respect.  The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in the most recent applicable published annual report of condition.  The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the
      operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1)
      are met.

    Section 7.11 Preferential Collection of Claims Against Company.

    The Trustee is subject to and shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA
      § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

    ARTICLE 8.

      DISCHARGE OF INDENTURE; DEFEASANCE

    Section 8.01 Discharge of Liability on Securities; Defeasance.

    (a) This Indenture will be discharged and will cease to be of further effect as to all outstanding Securities when:

    (i) either (A) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.09 which have been replaced or paid
        and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or
        (B) all of the Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their Stated Maturity within one year or (3) have been called for redemption by reason of the
        mailing (or delivery electronically) of a notice of redemption or otherwise and will become due and payable within one year, and the Company has irrevocably deposited or caused to be deposited with the Trustee or Paying Agent, as applicable, U.S.
        Dollars, U.S. Government Obligations or a combination thereof, in each case, in an amount sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of,
        premium, if any,  and interest on the Securities to the date of deposit together with irrevocable instructions from the Company directing the Trustee or the Paying Agent, as applicable, to apply such funds to the payment thereof at redemption or
        maturity, as the case may be, provided that, with respect to any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is so deposited
        with the Trustee or Paying Agent, as applicable, equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the Redemption Date only required to be deposited with the Trustee on or prior to the
        Redemption Date;

    (ii) the Company has paid all other sums payable under this Indenture; and

    (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture
        relating to the satisfaction and discharge of this Indenture have been satisfied or waived.

    (b) Subject to Section 8.01(c), the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“Legal Defeasance”) or (ii) its obligations under Article 10, Sections 4.03, 4.10, 4.11 and Sections 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only) and 6.01(h) (“Covenant Defeasance”). 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 Securities may not be accelerated because of an
      Event of Default with respect thereto. If the Company exercises its Covenant Defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e) (with respect to all
      obligations described in Sections 4.03, 4.10 and 4.11), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only) or 6.01(h).

    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 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the
        Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

    Section 8.02 Conditions to Legal or Covenant Defeasance.

    In order to exercise either its Legal Defeasance option or its Covenant Defeasance option:

    (a) the Company must irrevocably deposit in trust (the “Defeasance Trust”)
        with the Trustee or Paying Agent, as applicable, U.S. Dollars, U.S. Government Obligations or a combination thereof, in each case, in such amounts as will be sufficient, as evidenced by an Officers’ Certificate, for the payment of principal of,
        premium, if any, on and interest on the outstanding Securities to the applicable Redemption Date or Stated Maturity, as the case may be (provided that, with respect to any redemption that requires the payment of the Applicable Premium, the amount
        deposited shall be sufficient for purposes of this Indenture to the extent that an amount is so deposited with the Trustee or Paying Agent, as applicable, equal to the Applicable Premium calculated as of the date of the notice of redemption, with
        any deficit on the Redemption Date only required to be deposited with the Trustee on or prior to the Redemption Date);

    (b) in the case of an exercise of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that (A) the Company has
        received from, or there has been published by, the United States Internal Revenue Service a ruling or (B) since the date this Indenture was first executed, there has been a change in the applicable United States federal income tax law, in either
        case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for United States federal  income tax purposes as a result of such Defeasance
        Trust and Legal Defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such Defeasance Trust and Legal Defeasance had not occurred;

    (c) in the case of an exercise of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of
        the outstanding Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such Defeasance Trust and Covenant Defeasance and will be subject to United States 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 Trust and Covenant Defeasance had not occurred; and

    (d) the Legal Defeasance or Covenant Defeasance, as applicable, shall not result in or constitute a Default or Event of Default under this Indenture.

    Section 8.03 Deposited U.S. Dollars and U.S. Government Obligations to be Held in Trust.

    Subject to Section 8.04 hereof, all U.S. dollars and U.S. Government Obligations (including the proceeds thereof)
      deposited with the Trustee pursuant to this Article 8 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
      the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such discharged or defeased Securities, as the case may be, of all sums due and to become due thereon in respect of principal, premium, if any, and
      interest, but such money need not be segregated from other funds except to the extent required by law.

    Section 8.04 Repayment to Company.

    Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time
      to time upon the request of the Company any U.S. dollars or U.S. Government Obligations held by it as provided in Section 8.02 hereof which in the opinion of a nationally recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee are in excess of the amount thereof that would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.

    Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
      principal of, premium, if any, on or interest on any Securities and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by
      the Company) shall be discharged from such trust; and the Holder of such Securities shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
      liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
      required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified
      therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

    Section 8.05 Indemnity for U.S. Government Obligations.

    The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
      U.S. or U.S. Government Obligations deposited pursuant to this Article 8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
      Securities so discharged or defeased.

    Section 8.06 Reinstatement.

    If the Trustee or Paying Agent is unable to apply any U.S. or U.S. Government Obligations in accordance with this
      Article 8 by reason of any legal proceeding or order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities so
      discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article 8; provided, however, that, if the Company makes any payment of principal of, premium, if any, on or interest on any such Securities following the
      reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

    ARTICLE 9.

      AMENDMENT, SUPPLEMENT AND WAIVER

    Section 9.01 Without Consent of Holders of Securities.

    The Company and the Trustee at any time and from time to time may amend this Indenture or enter into one or more
      indentures supplemental hereto without the consent of any Holder of a Security for any of the following purposes:

    (1) to cure any ambiguity, omission, defect or inconsistency;

    (2) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Securities;

    (3) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the
        Code);

    (4) to add any additional Events of Default with respect to the Securities;

    (5) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance or discharge of the Securities pursuant to
        Article 8; provided, however, that any such action shall not adversely affect the interests of the Holders of the Securities;

    (6) to add Guarantees with respect to the Securities or to secure the Securities;

    (7) to add to the covenants of the Company or a Subsidiary for the benefit of the Holders of the Securities or to surrender any right or power herein conferred on the Company or any
        Subsidiary;

    (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities 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;

    (9) to make any change that does not adversely affect the rights of any Holder of Securities;

    (10) to conform the text of this Indenture or the Securities to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision
        in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture or the Securities;

    (11) to comply with any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or

    (12) to provide for the issuance of Additional Securities in accordance with the limitations set forth in this Indenture.

    Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or
      supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of
      this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or
      immunities under this Indenture or otherwise.

    After an amendment under this Section 9.01 becomes effective, the Company shall mail, or deliver electronically if
      held by any depositary in accordance with such depositary’s customary procedures, to the Holders of Securities a notice briefly describing such amendment. Any failure of the Company to mail such notice, or any defect therein, will not in any way
      impair or affect the validity of the amendment.

    Section 9.02 With Consent of Holders of Securities.

    Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or the Securities
      with the consent of the Holders of a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities), and, subject to Sections 6.04 and 6.07 hereof and
      except as otherwise provided below in this Section 9.02, any existing Default or Event of Default with respect to the Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, on, interest the
      Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provisions of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the
      then outstanding Securities (including consents obtained in connection with a tender offer or exchange for the Securities).

    Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or
      supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the
      Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but
      the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

    The consent of the Holders of Securities under this Section 9.02 is not necessary to approve the particular form of
      any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture or the Securities by any Holder given in connection with a tender or exchange of
      such Holder’s Securities will not be rendered invalid by such tender or exchange.

    After an amendment under this Section 9.02 becomes effective, the Company shall mail, or deliver electronically if
      held by any depositary in accordance with such depositary’s customary procedures, to the Holders of Securities a notice briefly describing such amendment. However, any failure of the Company to give such notice to all Holders of the Securities, or
      any defect therein, shall will impair or affect the validity of the amendment.

    For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Sections 4.03, 4.10 or
      4.11 or Article 5, or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to amend the right of any Holder of the Securities to bring suit for the payment of principal, premium, if any, and interest on
      its Securities.

    Notwithstanding anything provided herein or otherwise, without the consent of Holders of at least 90% of the aggregate
      principal amount of the outstanding Securities (including consents obtained in connection with a tender offer or exchange for the Securities), an amendment or waiver under this Section 9.02 may not, with respect to any Security held by a
      non-consenting Holder:

    (1) reduce the aggregate principal amount of Securities the Holders of which must consent to an amendment or waiver;

    (2) reduce the rate of or extend the time for payment of interest on any Security;

    (3) reduce the principal of or extend the Stated Maturity of any Security;

    (4) reduce the amount payable upon the redemption of any Security or change the time at which any Security may be redeemed as described under Paragraph 5 of the Securities set forth
        on Exhibit A and (solely as it may relate to a redemption of the type described under Paragraph 5 of the Securities as set forth on Exhibit A) Article 3 above; provided that the notice period for redemption may be reduced to not less than three (3) Business Days with the consent of the Holders of a majority in principal amount of the Securities then outstanding if a notice of redemption
        has not prior thereto been sent to such Holders;

    (5) make any Security payable in money other than that stated in the Security;

    (6) amend the right of any Holder of the Securities to bring suit for the payment of principal, premium, if any, and interest on its Securities, on or after the respective due dates
        expressed or provided for in such Securities; or

    (7) make any change in the ranking or priority of any Security that would adversely affect the Holders of the Securities.

    Notwithstanding anything herein or otherwise (but subject to the immediately following paragraph), the provisions
      under this Indenture relative to the Company’s obligation to make any offer to repurchase the Securities as a result of a Change of Control Triggering Event pursuant to Article 10 hereof may be waived or modified with the written consent of the
      Holders of a majority in principal amount of the Securities.

    To the extent that the TIA applies to this Indenture or any Securities, notwithstanding the foregoing or anything to
      the contrary provided in this Indenture, the right of any Holder of any Security to receive payment of the principal of and interest on such Security, on or after the respective due dates expressed in such Security, or 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 9.03 Compliance with TIA.

    Every amendment or supplement to this Indenture or the Securities shall comply with the TIA as then in effect, to the
      extent that the TIA applies to this Indenture or any Securities.

    Section 9.04 Effect of Consents.

    The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of
      Securities entitled to consent to any amendment, supplement or waiver. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent
      Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. An amendment, supplement or waiver becomes effective in accordance with its
      terms and thereafter binds every Holder.

    Section 9.05 Notation on or Exchange of Securities.

    The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security thereafter
      authenticated. The Company in exchange for all Securities may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Securities that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or
      issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

    Section 9.06 Trustee to Sign Amendments, etc.

    The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment,
      supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be
      fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

    Section 9.07 Effect of Supplemental Indentures.

    Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance
      therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except to the extent otherwise set
      forth thereon.

    ARTICLE 10. 

        CHANGE OF CONTROL TRIGGERING EVENT

    (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Securities as set forth in Paragraph 5 of the Securities
        set forth in Exhibit A and Article 3 above or has defeased the Securities as set forth in Section 8.01, each Holder of Securities shall have the right to require that the Company repurchase all or any part (equal to $2,000 or  an integral multiple
        of $1,000 in excess thereof) of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase
        (subject to the right of registered Holders of Securities on the relevant record date to receive interest due on the relevant date of repurchase).

    (b) Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its right to redeem the Securities as set forth in Paragraph 5 of the
        Securities set forth in Exhibit A and Article 3 above or has defeased the Securities as set forth in Section 8.01, the Company will cause a notice to be mailed, or delivered electronically if held by any depositary in accordance with such
        depositary’s customary procedures, to each Holder of Securities at its registered address (the “Change of Control Offer”) (with a copy to the
        Trustee and the Paying Agent) stating:

    
      	
              (1)

            	
              that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute
                the Change of Control Triggering Event and that such Holder has the right to require the Company to repurchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus
                accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of registered Holders of the Securities on the relevant record date to receive interest due on the relevant date of purchase);

            


    

    
      	
              (2)

            	
              the repurchase date (which shall be no earlier than 10 days nor later than 60 days from the date such
                notice is mailed, or delivered electronically); and

            


    

    
      	
              (3)

            	
              the instructions, as determined by the Company, consistent with this Article 10, that a Holder of
                Securities must follow in order to have its Securities purchased.

            


    

    (c) The Company will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the
        manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of
        Control Offer or (ii) the Company has exercised its right to redeem the Securities as described in Paragraph 5 of the Securities set forth in Exhibit A and Article 3 above unless and until there is a default in payment of the applicable Redemption
        Price or has defeased the Securities as set forth in Section 8.01.

    (d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such
        Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of making of the Change of Control Offer.

    (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and
        the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company or such third party will have the right,
        upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities that remain outstanding following such purchase
        at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the Redemption Date for the Securities (subject to the right of Holders of record on the relevant record date to receive interest due
        on the relevant Interest Payment Date).

    (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the
        repurchase of Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Article 10, the Company will comply with the applicable
        securities laws and regulations and shall not be deemed to have breached its obligations under this Article 10 by virtue of its compliance with such securities laws or regulations.

    (g) Reserved.

    (h) Holders electing to have a Security repurchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in
        the notice prior to the repurchase date. The Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the repurchase date a telegram, telex, facsimile transmission or
        letter sent to the address specified in Section 11.02 or set forth in the notice described in Article 10(b) setting forth the name of the Holder, the principal amount of the Security which was delivered for repurchase by the Holder and a statement
        that such Holder is withdrawing his election to have such Security repurchased. Holders whose Securities are repurchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

    (i) Securities repurchased by the Company pursuant to a Change of Control Offer will have the status of Securities issued but not outstanding or will be retired and canceled at the
        option of the Company. Securities repurchased by a third party pursuant to the preceding clause (c)(i) will have the status of Securities issued and outstanding.

    

    

    ARTICLE 11. 

        MISCELLANEOUS

    Section 11.01 Trust Indenture Act Controls.

    To the extent the TIA applies to this Indenture or any Securities, if any provision of this Indenture limits,
      qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the required provision shall control.  To the extent the TIA applies to this Indenture or any Securities, if any provision of
      this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified.  If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA
      provision shall be excluded from this Indenture.

    

    

    Section 11.02 Notices.

    Any notice or communication by the Company or the Trustee to the other is duly given if in writing and sent
      electronically or delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

    If to the Company:

      

      

      PVH Corp.

      200 Madison Avenue

    New York, NY 10016

    Facsimile: (212) 381-3993

    Attention: General Counsel

    If to the Trustee:

      

      

      U.S. Bank National Association

      Two Midtown Plaza

      1349 W. Peachtree Street, Suite 1050

      Atlanta, GA 30309

      Facsimile: (404) 898-2467

      Attention: Stephanie Cox

    The Company or the Trustee, by notice to the others may designate additional or different addresses for subsequent
      notices or communications.

    Any notice or communication to a Holder shall be mailed or sent electronically or by first class mail, certified or
      registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect
      its sufficiency with respect to other Holders. Any notice or communication also shall be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.

    If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the
      same time.

    Section 11.03 Communications by Holders with Other Holders.

    Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture
      or the Securities.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

    Section 11.04 Certificate and Opinion as to Conditions Precedent.

    Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company
      shall furnish to the Trustee:

    (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the
        opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

    (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the
        opinion of such counsel, all such conditions precedent have been complied with.

    Section 11.05 Statements Required in Certificate or Opinion.

    Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture
      (other than a certificate provided pursuant to Section 4.04) shall 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 or she has made such examination or investigation as is necessary to enable him or her 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.

    In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person,
      it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
      matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

    Any certificate or opinion of an Officer of the Company may be based insofar as it relates to legal matters, upon a
      certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
      opinion or representations is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company
      stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to
      such matters are erroneous.

    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates,
      statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

    Section 11.06 Rules by Trustee and Agents.

    The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Transfer Agent or
      Paying Agent may make reasonable rules and set reasonable requirements for its functions.

    Section 11.07 No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders.

    No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary will have any liability
      for any obligations of the Company or any Subsidiary under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and
      releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

    Section 11.08 Governing Law.

    THIS INDENTURE AND THE SECURITIES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    Section 11.09 No Adverse Interpretation of Other Agreements.

    This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its
      Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

    Section 11.10 Successors.

    All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the
      Trustee in this Indenture shall bind its successors. All agreements of the Paying Agent in this Indenture shall bind its successors. All agreements of the Registrar or Transfer Agent in this Indenture shall bind its respective successors.

    Section 11.11 Severability.

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

    Section 11.12 Counterpart Originals.

    The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
      together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or electronic format (including “pdf”, “tif” or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be deemed to be their
      original signatures for all purposes.

    Section 11.13 Table of Contents, Headings, etc.

    The Table of Contents, Cross Reference Table and Headings of the Articles and Sections of this Indenture have been
      inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

    [Signatures on following page]

    
      
        


    

    

    

    

    

    SIGNATURES

    Dated as of July 10, 2020

    

    

    

    

    PVH CORP.

    By: /s/ Dana M. Perlman

    	

          	Name:	
            Dana M. Perlman

          


    	

          	Title:	
            Treasurer, Senior Vice President, Business Development and Investor Relations

          


    

    

    

    

    U.S. BANK NATIONAL ASSOCIATION, as

      Trustee

    By: /s/ Stephanie Cox 

    	

          	Name:	
            Stephanie Cox

          


    	

          	Title:	
            Vice President

          


    

    

    

    

    

    

    
      
        


    

    
      Exhibit A

      [Form of Face of Security]

      [Global Securities Legend]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE
        REFERRED TO ON THE REVERSE HEREOF), 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, TO
        NOMINEES OF THE DEPOSITARY 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 ON THE
        REVERSE HEREOF.

      [Insert below Restricted Securities Legend if required pursuant to the terms of the Indenture]

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
        SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE
        DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE
        SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE
        SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
        144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING
        THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT TO THE RECEIPT BY
        THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
        ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
        THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.

      [Insert below definitive securities legend if required pursuant to the terms of the Indenture]

      IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS
        SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

      
        

        

        

        

      

      
        
          


      

      

      

      [CUSIP___________]

      [ISIN___________]

      $___________

      [RULE 144A ][REGULATION S ][GLOBAL ]SECURITY

      45⁄8% Senior Notes Due 2025

      No.___

      PVH CORP.

      

      

      promises to pay to CEDE & CO. or registered assigns, the principal sum set forth on the Schedule of Exchanges of Interests in the
        [Global] Security attached hereto on July 10, 2025.

      Interest Payment Dates: January 10 and July 10, commencing on January 10, 2021.

      Regular Record Dates: December 26 and June 25.

      Dated: _______________, 20__.

      PVH CORP.

        

        

        

        

        By: 

         Name:

         Title:

      By: 

           Name:

           Title:

      This is one of the Securities referred to in the within-mentioned Indenture:

        

        

        U.S. BANK NATIONAL ASSOCIATION,

         as Trustee

      

      

      By: 

           Authorized Signatory

      
        

        

      

      
        
          


      

      45⁄8% Senior Notes Due 2025

      

      

      Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless
        otherwise indicated.

      1. Interest.

      PVH Corp., a Delaware corporation (herein the “Company”, which term includes any Successor Company under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. the principal sum of $________  on July 10, 2025,
        and to pay interest thereon from                    or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually at a fixed rate, on January 10 and July 10 in each year, commencing               
        , and at the Stated Maturity thereof, at the rate of 45⁄8% per annum, subject to any adjustment described hereafter in this Section 1, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such
        interest shall be legally enforceable) at the rate borne by the Securities on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available for payment.
        Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The interest rate payable on the Securities will be subject to adjustment from time to time if either Moody’s or
        S&P, or, in either case, any substitute Rating Agency, downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Securities as described hereafter in this Section 1:

      (a) If the rating from Moody’s (or any substitute Rating Agency) of the Securities is decreased to a rating set forth in the immediately following table, the interest rate on the
          Securities will increase such that it will equal the interest rate payable on the Securities on the Issue Date plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following
          paragraph (b) that is then in effect:

      	
              Moody’s Rating*

            	
              Percentage

            
	
              Ba1

            	
              0.250%

            
	
              Ba2

            	
              0.500%

            
	
              Ba3

            	
              0.750%

            
	
              B1 or below

            	
              1.000%

            


      * Including the equivalent ratings in the case of any substitute Rating Agency or in the case of any
        successor rating category of Moody’s.

      (b) If the rating from S&P (or any substitute Rating Agency) of the Securities is decreased to a rating set forth in the immediately following table, the interest rate on the
          Securities will increase such that it will equal the interest rate payable on the Securities on the Issue Date plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding
          paragraph (a) that is then in effect:

      	
              S&P Rating*

            	
              Percentage

            
	
              BB+

            	
              0.250%

            
	
              BB

            	
              0.500%

            
	
              BB-

            	
              0.750%

            
	
              B+ or below

            	
              1.000%

            


      * Including the equivalent ratings in the case of any substitute Rating Agency or in the case of any
        successor rating category of S&P.

      (c) If at any time the interest rate on the Securities has been adjusted upward and either Moody’s or S&P (or, in either case, a substitute Rating Agency), as the case may be,
          subsequently increases its rating of the Securities to any of the threshold ratings set forth above, the interest rate on the Securities will be decreased such that the interest rate for the Securities will equal the interest rate payable on the
          Securities on the Issue Date plus the percentages set forth opposite the ratings from the tables set forth above in paragraphs (a) and (b). If Moody’s (or any substitute Rating Agency) subsequently increases its rating of the Securities to Baa3
          (or its equivalent, in the case of a substitute Rating Agency) or higher, and S&P (or any substitute Rating Agency thereof) increases its rating to BBB- (or its equivalent, in the case of a substitute Rating Agency) or higher, the interest
          rate on the Securities will be decreased to the interest rate payable on the Securities on the Issue Date.

      (d) The interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or
          both Rating Agencies) if the Securities (on the date of issuance) are or (at any time after the date of issuance) become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a substitute Rating Agency) or higher by each of
          Moody’s and S&P (or, in either case, a substitute Rating Agency thereof), respectively (or by one rating agency in the event the Securities are only rated by one Rating Agency and the Company has not obtained ratings from a substitute Rating
          Agency).

      (e) Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, a substitute
          Rating Agency), shall be made independent of any and all other adjustments; provided, however, that in no event shall (1) the interest rate for the Securities be reduced to below the interest rate payable on the Securities on the Issue Date or (2) the total increase in the
          interest rate on the Securities exceed 2.00% above the interest rate payable on the Securities on the Issue Date.

      (f) No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities.  If at any time
          Moody’s or S&P ceases to provide a rating of the Securities for any reason, the Company shall use its commercially reasonable efforts to obtain a rating of the Securities from a substitute Rating Agency, to the extent one exists, and if a
          substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such substitute Rating Agency will be substituted for the last Rating Agency to provide
          a rating of the Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent
          investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such substitute Rating Agency, such ratings will be deemed
          to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Securities will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the
          Securities on the Issue Date plus the appropriate percentage, if any, set forth opposite the rating from such substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) in this Section 1(f)) (plus any
          applicable percentage resulting from a decreased rating by the other Rating Agency).

      (g) For so long as only one of Moody’s or S&P provides a rating of the Securities and no substitute Rating Agency is offered to replace the other Rating Agency, any subsequent
          increase or decrease in the interest rate of the Securities necessitated by a reduction or increase in the rating by the agency providing the rating will be twice the percentage set forth in the applicable tables above. For so long as none of
          Moody’s, S&P or a substitute Rating Agency provides a rating of the Securities, the interest rate on the Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Securities on the Issue Date,
          as the case may be.

      (h) Any interest rate increase or decrease described in this section 4.05 will take effect from the first Interest Payment Date occurring immediately after the date on which a
          rating change occurs that requires an adjustment in the interest rate.  As such, interest will not accrue at such increased or decreased rate until the first Interest Payment Date occurring immediately after the date on which the rating change
          occurs. If Moody’s or S&P (or, in either case, any substitute Rating Agency) changes its rating of the Securities more than once during the period between any two Interest Payment Dates, the last such change by such Rating Agency prior to the
          applicable Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action.  If the interest rate payable on the Securities is
          increased as described above, the term “interest,” as used with respect to the Securities, will be deemed to include any additional interest described in this Section 1 unless the context otherwise requires.

      (i) The interest rate and the amount of interest payable on the Securities will be determined and calculated by the Company. Accordingly, the Trustee shall not be responsible for
          making such determination or calculation or for monitoring the rating of the Securities. The Company must deliver prompt notice to the Trustee and the Paying Agent (if other than the Company or any of its Subsidiaries) upon becoming aware of any
          change in rating requiring the adjustments to the interest rate as described in this Section 1.

      2. Method of Payment.

      The Company will pay interest on the Securities on each January 10 and July 10 to the Persons who are registered
        Holders of the relevant Securities at the close of business on the December 26 or June 25 immediately preceding the applicable Interest Payment Date, even if such Securities are canceled after such applicable Regular Record Date and on or before
        such applicable Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to Defaulted Interest.

      3. Paying Agent, Transfer Agent and Registrar.

      Initially, the Trustee will act as Paying Agent, Transfer Agent and Registrar. The Company may change the Paying
        Agent or the Registrar without prior notice to the Holders of the Securities. The Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar in respect of the Securities.

      4. Indenture.

      This Security is one of a duly authorized Securities of the Company issued and to be issued under an Indenture,
        dated as of July 10, 2020 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as trustee (herein called the
        “Trustee” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto
        reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be,
        authenticated and delivered. The Securities are unsecured unsubordinated obligations of the Company. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Securities are
        subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture
        shall govern and be controlling.

      5. Optional Redemption.

      Prior to June 10, 2025 (1 month prior to the maturity date for the Securities) (the “Par Call Date”), the Company may redeem the Securities in whole at any time, or in part from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities to be
        redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date. The Trustee will have no obligation to confirm or verify the Applicable Premium.

      

      

      In addition, on or after the Par Call Date, the Company may redeem the Securities in whole at any time, or in part from time to time, at
        a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest to, but not including, the Redemption Date.

      If the Redemption Date is on or after a Regular Record Date but on or prior to the related Interest Payment Date, then
        any accrued and unpaid interest in respect of the Securities subject to redemption will be paid on the Redemption Date to the Person in whose name the Security is registered at the close of business, on such Regular Record Date, and no additional
        interest will be payable to Holders whose Securities will be subject to redemption by the Company.

      Notwithstanding the foregoing, in connection with any tender offer for the Securities, if Holders of not less than 90%
        in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Securities
        validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ but not more than 60 days’ notice mailed, or delivered electronically if the Securities are held by any Depositary,
        by the Company to each Holder of Securities, given not more than 30 days following such purchase date, to redeem or purchase, as applicable, all Securities that remain outstanding following such purchase at a price equal to the price offered to
        each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the redemption or purchase date (subject to the right of Holders of record on
        the relevant record date to receive interest due on the relevant Interest Payment Date).

      

      

      6. Registration Rights Agreement.

      The Holder of this Security is entitled to the benefits of the Registration Rights Agreement. The Holders shall be
        entitled under the Registration Rights Agreement to receive Additional Interest hereon upon certain conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.

      7. Denominations, Transfer, Exchange.

      The Securities will be issued in fully registered book-entry form, without coupons and in minimum denominations of
        $2,000 and integral multiples of $1,000 in excess thereof.

      The Securities will initially be represented by one or more Global Securities. The Global Securities shall be
        deposited, on the Issue Date, with the Trustee as custodian for the Depositary and registered in the name of the Depositary or its nominee.  So long as the Depositary, or its nominee, is the registered Holder of this Global Security, the Depositary
        or such nominee, as the case may be, will be considered the sole owner and Holder of the Securities represented by this Global Security for purposes of receiving payment on such Securities, receiving notices and for all purposes.

      Each Global Security is exchangeable for Definitive Securities only if (1) the Depositary notifies the Company that
        it is unwilling or unable to continue  as depositary for such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act and the Company fails within 90 days thereafter to appoint a successor,
        (2) if the Company, in its sole discretion determines that such Global Security shall be exchangeable or (3) there shall have occurred and be continuing an Event of Default with respect to the Securities represented by the Global Securities . In
        such an event, the Company will issue, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Definitive Securities, will authenticate and deliver, Definitive Securities in exchange for such Global Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to Definitive Securities equal in principal amount to
        such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 or an integral multiple of $1,000 in excess thereof, and such Definitive Securities
        will bear the restrictive legend set forth in Section 2.08 of the Indenture, unless that legend is not required by applicable law.

      The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may
        require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange (other than any
        exchange of a temporary Security for a permanent Security not involving any change in ownership or any exchange pursuant to Section 2.12 or 9.05 of the Indenture, not involving any transfer).

      Upon any registration of transfer or exchange, the Registrar may require a Holder, among other things, to furnish
        appropriate endorsements or transfer documents.

      8. Persons Deemed Owners.

      The registered Holder of a Security may be treated as its owner for all purposes.

      9. Amendment, Supplement and Waiver.

      Subject to certain exceptions, the Company and the Trustee may amend the Indenture or the Securities with the
        consent of the Holders of a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities), and, subject to Sections 6.04 and 6.07 of the Indenture and
        except as otherwise provided in Section 9.02 of the Indenture, any existing Default or Event of Default with respect to the Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, on, interest on
        the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provisions of the Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of
        the then outstanding Securities (including consents obtained in connection with a tender offer or exchange for the Securities).

      10. Defaults and Remedies.

      If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of
        the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable.  Upon such a declaration, such principal and interest shall be due and payable immediately.  Notwithstanding the
        foregoing, if an Event of Default specified in clause (g) of Section 6.01 of the Indenture occurs and is continuing, the principal of and interest on all the Securities will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Securities.

      11. Trustee Dealings with Company.

      The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
        deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee; provided, however, if the Trustee acquires any conflicting interest as defined in the TIA, it must either eliminate such conflict within 90 days, apply to the
        SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee must also comply with Sections 7.10 and 7.11 of the Indenture.

      12. No Recourse Against Others.

      No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary will have any liability
        for any obligations of the Company or any Subsidiary under the Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and
        releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

      13. Governing Law.

      THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
        YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      14. Authentication.

      This Security shall not be valid until authenticated by the manual or facsimile signature of the Trustee.

      15. Abbreviations.

      Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
        TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

      16. CUSIP Numbers, ISINs, etc.

      The Company has caused CUSIP numbers, ISINs and/or other identifying numbers to be printed on the Securities. The
        Trustee shall use such CUSIP numbers, ISINs and/or other identifying numbers in notices of redemption as a convenience to Holders; provided
        that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be placed only on the other identification
        numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

      The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may
        be made to:

      PVH Corp.

      200 Madison Avenue

      New York, NY 10016

      Attention: General Counsel

      
        
          


      

      

      

      ASSIGNMENT FORM

      To assign this Security, fill in the form below:

      (I) or (we) assign and transfer this Security to: 

      (Insert assignee’s legal name)

       

      

      (Insert assignee’s soc. sec. or tax I.D. no.)

       

      

       

      

       

      

       

      

      (Print or type assignee’s name, address and zip code)

      and irrevocably appoint 

          agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her.

      Date: _______________

      	

            	Your Signature:	

            


      (Sign exactly as your name appears on the face of this Security)

      

      

      Signature Guarantee*: _________________________

      

      

      

      

      * Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the
          Security Transfer Agent Medallion program (“STAMP”) or such other “signature guarantee program” acceptable to the Trustee.

      

      

      
        
          


      

      

      

      CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

        REGISTRATION OF TRANSFER RESTRICTED SECURITIES

      This certificate relates to $_________ principal amount of Securities held in (check applicable space) ____ book-entry or _____
        definitive form by the undersigned.

      The undersigned (check one box below):

      	c	
              has requested the Registrar or Transfer Agent by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depositary a
                Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above);

            


      	c	
              has requested the Register or Transfer Agent by written order to exchange or register the transfer of a Security or Securities.

            


      In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to (x) the expiration of the
        period referred to in Rule 144 under the Securities Act after the later of the date of original issuance of such Security and the last date, if any, on which such Securities were owned by the Company or any affiliate of the Company or (y) such
        later date, if any, as may be required by applicable law, the undersigned confirms that such Securities are being transferred in accordance with its terms:

      CHECK ONE BOX BELOW

      

      

      	
              (1)

            	
              c to the Company; or

            


      	
              (2)

            	
              c pursuant to an effective registration statement under the Securities Act of 1933; or

            


      	
              (3)

            	
              c inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own
                  account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933;
                  or

            


      	
              (4)

            	
              c outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 903 or
                  Rule 904 under the Securities Act of 1933 and such Security shall be held immediately after the transfer through the Depositary until the expiration of the Restricted Period (as defined in the Indenture); or

            


      	
              (5)

            	
              c pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

            


      Unless one of the boxes is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the
        name of any Person other than the registered Holder thereof; provided, however, that if box (4) or (5) is checked, the Company or the Registrar may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the
        Company or the Registrar have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

      Date:  Your Signature: 

      Signature Guarantee:

      Date:   

    

    

      

      Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar or Transfer Agent

    Signature of Signature Guarantee

    

    

    
      
        


    

    TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

    

    

    The undersigned represents and warrants that it is purchasing this Security for its own account or an account with
      respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in
      reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
      relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

    Dated:   

         NOTICE:  To be executed by an executive officer

    
      
        


    

    SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

    The initial outstanding principal amount of this Global Security is $_________. The following increases and decreases
      in this Global Security have been made:

    

    

    	
            Date of Exchange

          	
            Amount of decrease in Principal Amount of

              this Global Security

          	
            Amount of increase in Principal Amount of

              this Global Security

          	
            Principal Amount of this Global Security following such decrease

              or increase

          	
            Signature of authorized officer of Trustee or

              Depositary