FOURTH SUPPLEMENTAL INDENTURE, dated as of June 3, 2020 (this “Fourth Supplemental Indenture”), between RALPH LAUREN CORPORATION, a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 26, 2013 (the “Base Indenture”), between the Company and the Trustee, providing for the issuance from time to time of the Company’s unsecured senior debt securities in one or more series (the “Securities”) and providing the terms and conditions upon which the Securities are to be authenticated, issued and delivered;
WHEREAS, Section 2.1 of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted therein;
WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Fourth Supplemental Indenture, the Company desires to provide for the issuance of two new series of Securities to be known as its 1.700% Senior Notes due 2022 (the “2022 Notes”) and its 2.950% Senior Notes due 2030 (the “2030 Notes” and, together with the 2022 Notes, the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Fourth Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Fourth Supplemental Indenture;
WHEREAS, the Company has duly authorized the execution and delivery of this Fourth Supplemental Indenture to establish the Notes as a series of Securities under the Base Indenture and to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered; and
WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Fourth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1.Provisions of the Base Indenture. Except as otherwise expressly provided herein, all the definitions, provisions, terms and conditions of the Base Indenture shall
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