Common use of Redemption of Securities for Sinking Fund Clause in Contracts

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections Section 1106 and Section 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 16.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.06 and 110711.07. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. 66

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any SecuritiesSecurities of like tenor of a series, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of like tenor of that series pursuant to Section 1602 and 1202 and, at the time of delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. If no such notice shall be delivered by the Company, such sinking fund payment shall be satisfied by payment of cash. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by be delivering and crediting Securities of that series pursuant to Section 1602 11.02 and will also deliver to the Trustee any Securities to be so delivereddelivered to the extent it has not previously done so. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.06 and 110710.07. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 75 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument Indenture may be executed signed in any number of counterpartscounterparts with the same effect as if the signatures to each counterpart were upon a single instrument, each of which so executed and all such counterparts together shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentoriginal of this Indenture.

Redemption of Securities for Sinking Fund. Not less than 35 75 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument Indenture may be executed signed in any number of counterpartscounterparts with the same effect as if the signatures to each counterpart were upon a single instrument, each of which so executed and all such counterparts together shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentoriginal of this Indenture.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by be delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1502 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. --------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 12.2 stating that such Securities have not been previously used as a credit against any sinking fund payment and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.5, 11.6 and 110711.7. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 ----------------------------------------- days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will shall deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will shall also deliver to the Trustee any Securities to be so deliveredcredited and not theretofore delivered to the Trustee. Not less than 32 30 days prior to before each such sinking fund payment datedate (unless a shorter period shall be satisfactory to the Trustee), the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.5, 10.6 and 110710.7. ---------------------- This instrument Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthe series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 and 12.2 and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.5, 11.6 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument11.7.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 12.02 stating that such Securities have not been previously used as a credit against any sinking fund payment and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.05, 11.06 and 110711.07. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 13.02 stating that such Securities have not been previously used as a credit against any sinking fund payment and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 Section 11.05, 11.06 and 110711.07. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. --------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 31 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 1006 and 11071007. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securities, the Company Issuer will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 14.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.4 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company Issuer in the manner provided in Section 110411.5. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.7 and 110711.8. -------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee and the Registrar an Officers’ ' Certificate specifying (i) the amount of the next ensuing sinking fund payment for such the Securities of that Series pursuant to the terms of such Securitiesthe Securities of that Series, (ii) the portion thereof, if any, which that is to be satisfied by payment of cash and the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities of that Series pursuant to Section 1602 13.02, and (iii) that none of such Securities has theretofore been so credited, and stating the basis for such credit, and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee Registrar shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 4.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11044.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 4.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed 4.07 and shall be deemed subject to be an original, but all such counterparts shall together constitute but one and the same instrument.Section 4.08. ARTICLE FOURTEEN

Redemption of Securities for Sinking Fund. Not less than 35 60 calendar days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which that is to be satisfied by payment of cash and the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1302 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 calendar days prior to before each such sinking fund payment date, the Trustee shall will select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 1202 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11041202. Such notice having been duly given, the redemption of such Securities shall will be made upon the terms and in the manner stated in Sections 1106 1204 and 11071205. -------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1202, and will also deliver to the Trustee any Securities to be so delivered. If such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 32 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Series of Securities, the Company Issuer will deliver to the Trustee and the Registrar an Officers’ ' Certificate specifying (i) the amount of the next ensuing sinking fund payment for such the Securities of that Series pursuant to the terms of such Securitiesthe Securities of that Series, (ii) the portion thereof, if any, which that is to be satisfied by payment of cash and the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities of that Series pursuant to Section 1602 13.02, and (iii) that none of such Securities has theretofore been so credited, and stating the basis for such credit, and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee Registrar shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 4.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company Issuer in the manner provided in Section 11044.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 4.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed 4.07 and shall be deemed subject to be an original, but all such counterparts shall together constitute but one and the same instrument.Section 4.08. 70 ARTICLE FOURTEEN

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any SecuritiesSecurities of like tenor of a series, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of like tenor of that series pursuant to Section 1602 and 1202 and, at the time of delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, . the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee and the Registrar an Officers’ Certificate specifying (i) the amount of the next ensuing sinking fund payment for such the Securities of that Series pursuant to the terms of such Securitiesthe Securities of that Series, (ii) the portion thereof, if any, which that is to be satisfied by payment of cash and the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities of that Series pursuant to Section 1602 13.02, and (iii) that none of such Securities has theretofore been so credited, and stating the basis for such credit, and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee Registrar shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 4.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11044.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 4.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed 4.07 and shall be deemed subject to be an original, but all such counterparts shall together constitute but one and the same instrument.Section 4.08. ARTICLE FOURTEEN

Redemption of Securities for Sinking Fund. Not less than 35 sixty (60) calendar days (or such shorter period as shall be reasonably satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which that is to be satisfied by payment of cash in the currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) and the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities pursuant to Section 1602 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 thirty (30) calendar days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 Section 11.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentSection 10.07.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthe series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 3.01) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 and 12.02 and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument11.07.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthe series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 and 12.2 and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.65 75

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Signatures appear on next page.]

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. _____________________________ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. Forest Oil Corporation By....................................... ............................, Trustee

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 13.02 stating that such Securities have not been previously used as a credit against any sinking fund payment and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 Section 11.05, 11.06 and 110711.07. ------------------------------------ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. * * * This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. _____________________________

Redemption of Securities for Sinking Fund. Not less than 35 30 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. -------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. ************ This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentIndenture.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. If such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 32 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 __ days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 __ days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. _____________________________ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities of that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities securities of that series pursuant to Section 1602 1102 and will also deliver to the Trustee any Securities securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 1003 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11041004. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 1006 and 11071007. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. _________________________ -80- 90 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 13.02 stating that such Securities have not been previously used as a credit against any sinking fund payment and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 Section 11.05, 11.06 and 110711.07. _______________________________ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 45 calendar days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to 74 82 Section 1602 1302 and also will also deliver to the Trustee any Securities to be so delivered. Not less than 32 15 nor more than 45 calendar days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the 77 69 manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any SecuritiesSecurities of like tenor of a series, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of like tenor of that series pursuant to Section 1602 and 1202 and, at the time of delivery of such Officers’ Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Remainder of page intentionally left blank.]

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which Table of Contents is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securities, the Company Issuer will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 1104 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company Issuer in the manner provided in Section 11041105. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 1107 and 11071108. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. ---------------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. -----------------------------

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthe series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 and 12.2 and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument11.7.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104114. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Signature page follows.] ​

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, original but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 60 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securities, the Company Issuer will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 50 days prior to each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company Issuer in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. * * * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. _____________________________

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 16.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 __________ days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 __________ days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so credited which have not theretofore been delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. In witness whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. Modine Manufacturing Company By , as Trustee By

Redemption of Securities for Sinking Fund. Not less than 35 45 calendar days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1302 and also will also deliver to the Trustee any Securities to be so delivered. Not less than 32 15 nor more than 45 calendar days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 and not more than 60 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the 63 72 redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 45 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1202 and stating the basis for such credit and that such Securities have not been previously so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 1105 and 11071106. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 and not more than 60 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. -------------------

Redemption of Securities for Sinking Fund. Not less than 35 45 calendar days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1302 and also will also deliver to the Trustee any Securities to be so delivered. Not less than 32 15 nor more than 45 calendar days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securities, the Company Issuer will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 50 days prior to each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company Issuer in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. * * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. __________________________

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 13.02 stating that such Securities have not been previously used as a credit against any sinking fund payment and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 Section 11.05, 11.06 and 110711.07. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 sixty (60) calendar days (or such shorter period as shall be reasonably satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which that is to be satisfied by payment of cash in the currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) and the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities pursuant to Section 1602 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 thirty (30) calendar days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 Section 11.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentSection 10.07.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1502 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. RF Micro Devices, Inc. By....................................... ............................, Trustee By...........................

Redemption of Securities for Sinking Fund. Not less than 35 45 days prior to each sinking fund payment date for any SecuritiesSecurities of like tenor of a series, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of like tenor of that series pursuant to Section 1602 1202 and stating the basis for such credit and that such Securities have not been previously so credited, and, at the time of delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. If no such notice shall be delivered by the Company, such sinking fund payment shall be satisfied by payment of cash. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. --------------------- 80 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 30 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthe series, the portion thereof, if any, which that is to be satisfied by payment of cash and in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 2.01 or, with respect to the Offered Securities, Section 2.17), the portion thereof, if any, which that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 3.05 and the basis for such credit. Together with such Officer’s Certificate, the Company will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11043.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentSection 3.03.

Redemption of Securities for Sinking Fund. Not less than 35 60 ----------------------------------------- days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will shall deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will shall also deliver to the Trustee any Securities to be so deliveredcredited and not theretofore delivered to the Trustee. Not less than 32 45 days prior to before each such sinking fund payment datedate (unless a shorter period shall be satisfactory to the Trustee), the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.5, 10.6 and 110710.7. ---------------------- This instrument Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series 65 74 pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 and not more than 60 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 and not more than 60 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. -61- 69 --------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 16.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 16.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. Table of Contents

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any SecuritiesSecurities of like tenor of a series, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of like tenor of that series pursuant to Section 1602 and 12.02 and, at the time of delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.06 and 110711.07. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. _____________________________ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Officer's Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. The South Financial Group, Inc. By , Trustee By

Redemption of Securities for Sinking Fund. Not less than 35 45 calendar days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 ‎Section 1302 and also will also deliver to the Trustee any Securities to be so delivered. Not less than 32 15 nor more than 45 calendar days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section ‎Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section ‎Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 ‎1106 and 1107‎1107. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 1402 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. --------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the such Trustee any Securities to be so delivered. Not less than 32 30 days prior to before each such sinking fund payment date, the date such Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104114. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 days 60 Business Days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to 30 Business Days before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 1202 and will also deliver to the Trustee any Securities to be so credited which have not theretofore been delivered. Not less than 32 30 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.. In witness whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. Modine Manufacturing Company By ________________________________, as Trustee By

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any SecuritiesSecurities of like tenor of a series, the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of like tenor of that series pursuant to Section 1602 and 1202 and, at the time of delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 calendar days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthat series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 30 calendar days prior to before each such sinking fund payment date, date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110410.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 10.6 and 110710.7. This instrument Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Redemption of Securities for Sinking Fund. Not less than 35 60 days prior to each sinking fund payment date for any Securitiesseries of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ ' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities that series pursuant to the terms of such Securitiesthe series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are denominated (except as provided pursuant to Section 3.01) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1602 and 12.02 and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Securities to be so delivered. Not less than 32 45 days prior to before each such sinking fund payment date, pay ment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.06 and 1107. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument11.07.

Redemption of Securities for Sinking Fund. Not less than 35 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1602 13.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 110411.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 11.6 and 110711.7. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.