Exhibit
4.1


 


Execution
Version


 


Tellurian Inc.


 


INDENTURE


 


Dated as of November 10, 2021


 


The Bank of New York Mellon Trust Company, N.A.


Trustee


 






     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE I       DEFINITIONS AND INCORPORATION BY REFERENCE	2
	 	 	 
	Section 1.1	Definitions	2
	 	 	 
	Section 1.2	Other Definitions	5
	 	 	 
	Section 1.3	Incorporation by Reference of Trust Indenture Act	5
	 	 	 
	Section 1.4	Rules of Construction	6
	 	 	 
	ARTICLE II      SECURITY FORMS	6
	 	 	 
	Section 2.1	Forms Generally	6
	 	 	 
	Section 2.2	Form of Trustee’s Certificate of Authentication	7
	 	 	 
	ARTICLE III    THE SECURITIES	7
	 	 	 
	Section 3.1	Issuable in Series	7
	 	 	 
	Section 3.2	Establishment of Terms of Series of Securities	7
	 	 	 
	Section 3.3	Execution and Authentication	9
	 	 	 
	Section 3.4	Registrar and Paying Agent	10
	 	 	 
	Section 3.5	Paying Agent to Hold Money in Trust	10
	 	 	 
	Section 3.6	Securityholder Lists	10
	 	 	 
	Section 3.7	Transfer and Exchange	10
	 	 	 
	Section 3.8	Mutilated, Destroyed, Lost and Stolen Securities	11
	 	 	 
	Section 3.9	Outstanding Securities	11
	 	 	 
	Section 3.10	Treasury Securities	12
	 	 	 
	Section 3.11	Temporary Securities	12
	 	 	 
	Section 3.12	Cancellation	12
	 	 	 
	Section 3.13	Defaulted Interest	12
	 	 	 
	Section 3.14	Global Securities	12
	 	 	 
	Section 3.15	CUSIP Numbers	13
	 	 	 
	ARTICLE IV    REDEMPTION	14
	 	 	 
	Section 4.1	Notice to Trustee	14
	 	 	 
	Section 4.2	Selection of Securities to be Redeemed	14
	 	 	 



 






    -i- 


     


    

 


Table
of Contents


(continued)


Page


 


	Section 4.3	Notice of Redemption	14
	 	 	 
	Section 4.4	Effect of Notice of Redemption	15
	 	 	 
	Section 4.5	Deposit of Redemption Price	15
	 	 	 
	Section 4.6	Securities Redeemed in Part	15
	 	 	 
	ARTICLE V     COVENANTS	15
	 	 	 
	Section 5.1	Payment of Principal and Interest	15
	 	 	 
	Section 5.2	SEC Reports	15
	 	 	 
	Section 5.3	Compliance Certificate	15
	 	 	 
	Section 5.4	Stay, Extension and Usury Laws	16
	 	 	 
	ARTICLE VI     SUCCESSORS	16
	 	 
	Section 6.1	When Company May Merge,
Etc.	16
	 	 	 
	Section 6.2	Successor Corporation
Substituted	16
	 	 	 
		
	ARTICLE VII     DEFAULTS AND REMEDIES	17
	 	 
	Section 7.1	Events of Default.	17
	 	 	 
	Section 7.2	Acceleration of Maturity;
Rescission and Annulment	18
	 	 	 
	Section 7.3	Collection of Indebtedness
and Suits for Enforcement by Trustee	18
	 	 	 
	Section 7.4	Trustee May File
Proofs of Claim	19
	 	 	 
	Section 7.5	Trustee May Enforce
Claims Without Possession of Securities	19
	 	 	 
	Section 7.6	Application of Money
Collected	20


	 
	Section 7.7	Limitation on Suits	20
	 
	Section 7.8	Unconditional Right of Holders to Receive Principal and Interest	20
	 	 	 
	Section 7.9	Restoration of Rights and Remedies	21
	 	 	 
	Section 7.10	Rights and Remedies Cumulative	21
	 	 	 
	Section 7.11	Delay or Omission Not Waiver	21
	 	 	 
	Section 7.12	Control by Holders	21
	 	 	 
	Section 7.13	Waiver of Past Defaults	21
	 
	Section 7.14	Undertaking for Costs	22




	 
	ARTICLE VIII    TRUSTEE	22
	 
	Section 8.1	Duties of Trustee	22
	 
	Section 8.2	Rights of Trustee	23
	 
	Section 8.3	Individual Rights of Trustee	24
	 
	Section 8.4	Trustee’s Disclaimer	24
	 
	Section 8.5	Notice of Defaults	24
	 



 






    -ii-


     


    

 


Table
of Contents


(continued)


Page


 



	Section 8.6	Reports by Trustee to Holders	24
	 
	Section 8.7	Compensation and Indemnity	25
	 
	Section 8.8	Replacement of Trustee	25



 


	Section 8.9	Successor Trustee by Merger, Etc.	26
	 
	Section 8.10	Eligibility; Disqualification	26
	 
	Section 8.11	Preferential Collection of Claims Against Company	26




 


	ARTICLE IX    SATISFACTION AND DISCHARGE; DEFEASANCE	27
	 	 	 
	Section 9.1	Satisfaction and Discharge of Indenture	27
	 	 	 
	Section 9.2	Application of Trust Funds; Indemnification	28
	 	 	 
	Section 9.3	Legal Defeasance of Securities of any Series	28
	 	 	 
	Section 9.4	Covenant Defeasance	29
	 	 	 
	Section 9.5	Repayment to Company	30
	 	 	 
	Section 9.6	Reinstatement	30
	 	 	 
	ARTICLE X     AMENDMENTS AND WAIVERS	31
	 	 	 
	Section 10.1	Without Consent of Holders	31
	 	 	 
	Section 10.2	With Consent of Holders	31
	 	 	 
	Section 10.3	Limitations	32
	 	 	 
	Section 10.4	Compliance with Trust Indenture Act	32
	 	 	 
	Section 10.5	Revocation and Effect of Consents	32
	 	 	 
	Section 10.6	Notation on or Exchange of Securities	33
	 	 	 
	Section 10.7	Trustee Protected	33
	 	 	 
	ARTICLE XI    MISCELLANEOUS	33
	 	 	 
	Section 11.1	Trust Indenture Act Controls	33
	 	 	 
	Section 11.2	Notices	33
	 	 	 
	Section 11.3	Communication by Holders with Other Holders	35
	 	 	 
	Section 11.4	Certificate and Opinion as to Conditions Precedent	35



 






    -iii-


     


    

 


Table
of Contents


(continued)


 


Page


 


	Section 11.5	Statements Required in Certificate or Opinion	35
	 	 	 
	Section 11.6	Rules by Trustee and Agents	35
	 	 	 
	Section 11.7	Legal Holidays	35
	 	 	 
	Section 11.8	No Recourse Against Others	35
	 	 	 
	Section 11.9	Counterparts	36
	 	 	 
	Section 11.10	Governing Law	36
	 	 	 
	Section 11.11	No Adverse Interpretation of Other Agreements	36
	 	 	 
	Section 11.12	Successors	36
	 	 	 
	Section 11.13	Severability	36
	 	 	 
	Section 11.14	Table of Contents, Headings, Etc.	36
	 	 	 
	Section 11.15	Securities in a Foreign Currency	36
	 	 	 
	Section 11.16	Judgment Currency	37
	 	 	 
	Section 11.17	FATCA	37
	 	 	 
	Section 11.18	U.S.A Patriot Act	38
	 	 	 
	Section 11.19	Sanctions Representations	38
	 	 	 
	Section 11.20	Waiver of Jury Trial	38
	 	 	 
	Section 11.21	Submission to Jurisdiction	38
	 	 	 
	Section 11.22	Force Majeure	38
	 	 	 
	ARTICLE XII SINKING FUNDS	39
	 	 	 
	Section 12.1	Applicability of Article	39
	 	 	 
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	39
	 	 	 
	Section 12.3	Redemption of Securities for Sinking Fund	39






 






    -iv-


     


    

 


TELLURIAN INC.


 


Reconciliation and tie between Trust Indenture
Act of 1939 and


 


Indenture, dated as of November 10, 2021


 


	§310(a)(1)	 	8.10
	(a)(2)	 	8.10
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	8.10
	(b)	 	8.10
	§311(a)	 	8.11
	(b)	 	8.11
	(c)	 	Not Applicable
	§312(a)	 	3.6
	(b)	 	11.3
	(c)	 	11.3
	§313(a)	 	8.6
	(b)(1)	 	8.6
	(b)(2)	 	8.6
	(c)(1)	 	8.6
	(d)	 	8.6
	§314(a)	 	5.2, 11.5
	(b)	 	Not Applicable
	(c)(1)	 	11.4
	(c)(2)	 	11.4
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	11.5
	(f)	 	Not Applicable
	§315(a)	 	8.1
	(b)	 	8.5
	(c)	 	8.1
	(d)	 	8.1
	(e)	 	7.14
	§316(a)	 	7.12
	(a)(1)(A)	 	7.12
	(a)(1)(B)	 	7.13
	(b)	 	7.8
	§317(a)(1)	 	7.3
	(a)(2)	 	7.4
	(b)	 	7.8
	§318(a)	 	11.1


 


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


 






     


     


    

 


Indenture dated as of November 10,
2021 by and between Tellurian Inc., a Delaware corporation (“Company”), and The Bank of New York Mellon Trust Company,
N.A., a national banking association, as trustee (“Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior or subordinated debentures,
notes or other evidences of indebtedness (the “Securities”), which may be convertible into or exchangeable for any
securities of any person (including the Company), to be issued in one or more series as in this Indenture provided; and


 


WHEREAS, all things necessary
to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


For
and in consideration of the premises and the purchase of the Securities by the Holders each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1          Definitions.


 


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.


 


“Affiliate”
of any specified person means any other person directly or indirectly controlling or controlled by or under common control with such specified
person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership
of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar or Paying Agent.


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee thereof.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and
delivered to the Trustee.


 


“Business Day”
means, unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday or a legal holiday in The City of New York (or in connection with any payment, the place of payment)
on which banking institutions are authorized or required by law, regulation or executive order to close.


 






    2


     


    

 


“Capital Stock”
means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 


“Company Order”
means a written order signed in the name of the Company by an Officer.


 


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business in Chicago, Illinois
shall be principally administered, which office as of the date of this instrument is located at 2 N. LaSalle Street, Suite 700, Chicago, IL
60602, Attention: Corporate Trust Administration, or, in the case of any of such offices or agency, such other address as the Trustee
may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee at the address
designated by such successor Trustee.


 


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


 


“Depositary”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
which shall initially be The Depositary Trust Company, New York, New York, known as DTC; and if at any time there is more than one such
person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the
Securities of such Series.


 


“Discount Security”
means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars”
and “$” means the currency of The United States of America.


 


“Electronic Means”
shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services under the Indenture, as supplemented from time to time.


 


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


 


“Foreign Currency”
means any currency or currency unit issued by a government other than the government of The United States of America.


 


“Foreign Government
Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency, direct obligations
of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof.


 


“GAAP”
means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect as of the date of determination.


 






    3


     


    

 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in
the name of such Depositary or nominee.


 


“Holder”
or “Securityholder” means a person in whose name a Security is registered.


 


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.


 


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


“Maturity,”
when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.


 


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


 


“Officer’s
Certificate” means a certificate signed by any Officer.


 


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


 


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


 


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.


 


“Responsible Officer”
means when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2 hereof.


 


“Stated Maturity”
when used with respect to any Security, means the date specified in such Security as the fixed date on which the principal of such Security
or interest is due and payable.


 






    4


     


    

 


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries
of that person or a combination thereof.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code §§77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent
required by any such amendment, the Trust Indenture Act as so amended.


 


“Trustee”
means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who
is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the
Securities of any Series shall mean the Trustee with respect to Securities of that Series.


 


“U.S.
Government Obligations” means securities which are direct obligations of, or guaranteed by, The United States of America for
the payment of which its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation evidenced by such depository receipt.


 


Section 1.2          Other
Definitions.


 


	TERM
	 	DEFINED
    IN

    SECTION

	“Authorized Officers”	 	11.2
	“Bankruptcy Law”	 	7.1
	“Custodian”	 	7.1
	“Event of Default”	 	7.1
	“Judgment Currency”	 	11.16
	“Instructions”	 	11.2
	“Legal Holiday”	 	11.7
	“mandatory sinking fund payment”	 	12.1
	“New York Banking Day”	 	11.16
	“optional sinking fund payment”	 	12.1
	“Paying Agent”	 	3.4
	“Registrar”	 	3.4
	“Required Currency”	 	11.16
	“successor person”	 	6.1
	“Sanctions”	 	11.19


 


Section 1.3          Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 






    5


     


    

 


“indenture securities”
means the Securities.


 


“indenture security
holder” means a Securityholder.


 


“indenture to be
qualified” means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor”
on the indenture securities means the Company and any successor obligor upon the Securities.


 


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise
defined herein are used herein as so defined.


 


Section 1.4          Rules of
Construction. Unless the context otherwise requires:


 


(a)            a
term has the meaning assigned to it;


 


(b)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)            “or”
is not exclusive;


 


(d)            words
in the singular include the plural, and in the plural include the singular; and


 


(e)            provisions
apply to successive events and transactions.


 


ARTICLE II

SECURITY FORMS


 


Section 2.1          Forms
Generally.


 


(a)            The
Securities of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the Officer executing such Securities, as evidenced by his or her execution of such Securities. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 3.3 for the authentication and delivery of such Securities.


 


(b)            The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all
as determined by the Officer executing such Securities, as evidenced by his or her execution of such Securities.


 






    6


     


    

 


Section 2.2          Form of
Trustee’s Certificate of Authentication.


 


The Trustee’s certificates of
authentication shall be in substantially the following form:


 


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


 


	Dated:	 	 	The Bank of New York Mellon Trust Company, N.A., as Trustee




 


	 	 	By	 




	 	 	Authorized Signatory








 


ARTICLE III

THE SECURITIES


 


Section 3.1          Issuable
in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined
in the manner provided in a Board Resolution, supplemental indenture or Officer’s Certificate detailing the adoption of the terms
thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time,
the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date
or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided
that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture.


 


Section 3.2          Establishment
of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established
(as to the Series generally, in the case of Subsection 3.2.1 and either as to such Securities within the Series or as
to the Series generally in the case of Subsections 3.2.2 through 3.2.21) by or pursuant to a Board Resolution, and
set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officer’s Certificate:


 


3.2.1            the
title of the Securities of the Series;


 


3.2.2            the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


 


3.2.3            any
limit upon the aggregate principal amount of the Securities of the Series;


 


3.2.4            the
date or dates, or the method of determining the dates, on which the Securities of the Series will mature;


 


3.2.5            the
interest rate or rates, which may be fixed or variable, of the Securities of the Series, or the method of determining those rates, the
interest payment dates and the regular record dates;


 


3.2.6            the
places where payments may be made on the Securities of the Series and where the Securities of such Series may be surrendered
for registration of transfer and exchange and where notices and demands in respect of the Securities of such Series may be served
and the method of such payment, if by wire transfer, mail or other means;


 






    7


     


    

 


3.2.7            any
mandatory or optional redemption provisions applicable to the Securities of the Series;


 


3.2.8            any
sinking fund or analogous provisions applicable to the Securities of the Series;


 


3.2.9            whether
and on what terms the Company will pay additional amounts to Holders of the Securities of the Series that are not U.S. persons in
respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms the Company will have
the option to redeem the Securities of such Series rather than pay the additional amounts;


 


3.2.10          whether
the Securities of the Series will be senior or subordinated;


 


3.2.11           any
terms for the attachment to Securities of the Series of warrants, options or other rights to purchase or sell Company securities;


 


3.2.12           if
the Securities of the Series will be secured by any collateral and, if so, a general description of the collateral and the terms
and provisions of such collateral security, pledge or other agreements;


 


3.2.13          any
depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;


 


3.2.14          the
portion of the principal amount of the Securities of the Series payable upon the acceleration of maturity if other than the entire
principal amount of the Securities of such Series;


 


3.2.15          any
deletions of, or changes or additions to, the events of default or covenants applicable to the Securities of the Series;


 


3.2.16          if
other than Dollars, the currency or currencies in which payments of principal, premium and/or interest on the Securities of the Series will
be payable and whether the holder may elect payment to be made in a different currency;


 


3.2.17           the
method of determining the amount of any payments on the Securities of the Series which are linked to an index;


 


3.2.18          whether
the Securities of the Series will be issued in the form of one or more global securities in temporary or definitive form;


 


3.2.19          whether
the Securities of the Series will be convertible or exchangeable into or for Capital Stock or other Securities and the conversion
price or exchange ratio, the conversion or exchange period and any other conversion or exchange provisions;


 


3.2.20          any
terms relating to the delivery of the Securities of the Series if they are to be issued upon the exercise of warrants; and


 


3.2.21          any
other specific terms of the Securities of the Series.


 


All Securities of any one
Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above.


 






    8


     


    

 


Section 3.3          Execution
and Authentication. An Officer shall sign the Securities for the Company by manual, facsimile or electronic signature.


 


If an Officer whose signature
is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


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


 


The Trustee shall at any time,
and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental
indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date
of its authentication.


 


The aggregate principal amount
of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 3.2,
except as provided in Section 3.8.


 


Prior to the issuance of Securities
of any Series, the Trustee shall have received and (subject to Section 8.2) shall be fully protected in relying on (a) the
Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or
of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an
Officer’s Certificate complying with Section 11.4, and (c) an Opinion of Counsel complying with Section 11.4
and stating:


 


(1)            that
the form of such Securities has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors
in accordance with Sections 2.1 and 3.2 and in conformity with the provisions of this Indenture;


 


(2)            that
the terms of such Securities have been established in accordance with Section 3.2 and in conformity with the other provisions
of this Indenture;


 


(3)            that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the
enforcement of creditors’ rights and to general equity principles.


 


The Trustee shall have the
right to decline to authenticate and deliver any Securities of such Series (a) if the Trustee, being advised by counsel, determines
that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice presidents or a committee of Responsible Officers shall determine that such action
would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.


 


The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 






    9


     


    

 


Section 3.4          Registrar
and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified
with respect to such Series pursuant to Section 3.2, an office or agency where Securities of such Series may be
presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for
registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect
of the Securities of such Series and this Indenture may be delivered. The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and
any change in the name or address, of each Registrar or Paying Agent. If at any time the Company shall fail to maintain any such required
Registrar or Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


The Company may also from
time to time designate one or more co-registrars or additional paying agents and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar
or Paying Agent in each place so specified pursuant to Section 3.2 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address
of any such co-registrar or additional paying agent. The term “Registrar” includes any co-registrar; and the term “Paying
Agent” includes any additional paying agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent.


 


The Company hereby appoints
the Trustee the initial Registrar or Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is
appointed prior to the time Securities of that Series are first issued.


 


Section 3.5          Paying
Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money.
If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit
of Securityholders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.


 


Section 3.6          Securityholder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA §312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times
as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.


 


Section 3.7         Transfer
and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer
or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee
shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Section 3.11, 4.6 or 10.6).


 






    10


     


    

 


Neither the Company nor the
Registrar shall be required (a)to issue, register the transfer of, or exchange Securities of any Series for the period beginning
at the opening of business fifteen days immediately preceding the delivery of a notice of redemption of Securities of that Series selected
for redemption and ending at the close of business on the day of such delivery, or (b) to register the transfer of or exchange Securities
of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part.


 


Section 3.8          Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request
the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security.


 


Upon the issuance of any new
Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly
issued hereunder.


 


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


 


Section 3.9          Outstanding
Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance
with the provisions hereof and those described in this Section as not outstanding.


 


If a Security is replaced
pursuant to Section 3.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced
Security is held by a bona fide purchaser.


 


If the Paying Agent (other
than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding
and interest on them ceases to accrue.


 






    11


     


    

 


The Company may purchase or
otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the Security (but see Section 3.10 below).


 


In determining whether the
Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 7.2.


 


Section 3.10       Treasury
Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred
in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company or any Affiliate
of the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on
any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a Responsible Officer
of the Trustee knows are so owned shall be so disregarded.


 


Section 3.11       Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee
upon receipt of a Company Order shall authenticate definitive Securities of the same Series and date of maturity in exchange for
temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 3.12        Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation along with a Company Order for such cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such
canceled Securities (subject to the record retention requirements of the Exchange Act and the Trustee) and deliver a certificate of such
cancellation to the Company, upon written request of the Company. The Company may not issue new Securities to replace Securities that
it has paid or delivered to the Trustee for cancellation.


 


Section 3.13       Defaulted
Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on
a subsequent special record date. The Company shall fix the record date and payment date. At least 10 days before the special record date,
the Company shall deliver to the Trustee and to each Securityholder of the Series a notice that states the special record date, the
payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 3.14       Global
Securities.


 


3.14.1            Terms
of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether the Securities
of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security
or Securities.


 






    12


     


    

 


3.14.2            Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 3.7 of this Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 3.7 of this Indenture for Securities registered in
the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing
agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers to the Trustee an Officer’s
Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate
principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


Except as provided in this
Section 3.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security
to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


3.14.3            Legend.
Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


“This Security is a Global Security
within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary.
This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary.”


 


3.14.4            Acts
of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.


 


3.14.5            Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 3.2, payment
of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


3.14.6            Consents,
Declaration and Directions. The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of
outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary
or by the applicable procedures of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section 3.15       CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in
any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers.


 






    13


     


    

 


ARTICLE IV

REDEMPTION


 


Section 4.1          Notice
to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or
is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The
Company shall give the notice at least 30 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section 4.2          Selection
of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture
hereto or an Officer’s Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate, including by lot or other
method, unless otherwise required by law or applicable stock exchange requirements, subject, in the case of Global Securities, to the
applicable rules and procedures of the Depositary. The Trustee shall make the selection from Securities of the Series outstanding
not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000 or such other minimum denomination as specified in a supplemental indenture or Officer’s Certificate
establishing the terms of the series of Securities. Securities of the Series and portions of them it selects shall be in amounts
of $1,000 or whole multiples of $1,000 or the minimum principal denomination for each Series and the authorized integral multiples
thereof as specified in a supplemental indenture or Officer’s Certificate establishing the terms of the series of Securities. Provisions
of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called
for redemption.


 


Section 4.3          Notice
of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or
an Officer’s Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall deliver a notice
of redemption to each Holder whose Securities are to be redeemed.


 


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


 


(a)            the
redemption date;


 


(b)            the
redemption price;


 


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


 


(d)            if
any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that, after the redemption
date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original
Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;


 


(e)            that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 






    14


     


    

 


(f)            that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


 


(g)            the
CUSIP number, if any; and


 


(h)           any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s request,
the Trustee shall give the notice of redemption in the Company’s name and at its expense, provided, however, that
the Company has delivered to the Trustee, at least 5 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice
date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such
notice.


 


Section 4.4          Effect
of Notice of Redemption. Once notice of redemption is delivered as provided in Section 4.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the redemption price. Except as otherwise provided in the supplemental
indenture, Board Resolution or Officer’s Certificate for a Series of Securities, a notice of redemption pertaining to such
Series may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date.


 


Section 4.5          Deposit
of Redemption Price. On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 4.6          Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security
of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE V

COVENANTS


 


Section 5.1          Payment
of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that
it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.


 


Section 5.2          SEC
Reports. The Company shall, so long as any Securities are outstanding, deliver to the Trustee within 15 days after it files them
with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13
or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA §314(a). Reports, information and
documents filed with the SEC via the EDGAR system will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR
for purposes of this Section 5.2. For the avoidance of doubt, delivery of such reports, information and documents to the trustee
is for informational purposes only and the trustee’s receipt of such shall not constitute constructive or actual notice or knowledge
of any information contained therein or determinable from information contained therein, including the Company’s compliance with
any of its covenants under the indenture (as to which the trustee is entitled to rely exclusively on an officer’s certificate).


 


Section 5.3          Compliance
Certificate. The Company shall, so long as any Securities are outstanding, deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Company during the preceding
fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to
the best of such Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge).


 






    15


     


    

 


The Company will, so long
as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or Event of Default, an
Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with
respect thereto.


 


Section 5.4          Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the
Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted.


 


ARTICLE VI

SUCCESSORS


 


Section 6.1          When
Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its properties and assets to, any person (a “successor person”) unless:


 


(a)            the
Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing
under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this
Indenture; and


 


(b)            immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.


 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion
of Counsel stating that the proposed transaction and any supplemental indenture hereto comply with this Indenture.


 


Notwithstanding the above,
any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officer’s
Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section 6.2          Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 6.1, the successor corporation formed by such consolidation or
into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor
person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance
or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.


 






    16


     


    

 






 


ARTICLE VII

DEFAULTS AND REMEDIES


 


Section 7.1     Events
of Default.


 


“Event of Default,”
wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture hereto or Officer’s Certificate, it is provided that such Series shall not have the
benefit of said Event of Default:


 


(a)            default
in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for
a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior
to 11:00 a.m., New York City time, on the 30th day of such period); or


 


(b)            default
in the payment of principal or any premium of any Security of that Series when due;


 


(c)            default
in the payment of any sinking fund when it becomes due and payable;


 


(d)            default
in the performance or breach of any covenant or warranty of the Company in this Indenture (other than defaults pursuant to paragraph (a),
(b) or (c) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the benefit of Series of
Securities other than that Series), which default continues uncured for a period of 180 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount
of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or


 


(e)            the
Company pursuant to or within the meaning of any Bankruptcy Law:


 


(i)            commences
a voluntary case,


 


(ii)            consents
to the entry of an order for relief against it in an involuntary case,


 


(iii)            consents
to the appointment of a Custodian of it or for all or substantially all of its property,


 


(iv)            makes
a general assignment for the benefit of its creditors, or


 


(v)            generally
is unable to pay its debts as the same become due; or


 


(f)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)            is
for relief against the Company in an involuntary case,


 


(ii)            appoints
a Custodian of the Company or for all or substantially all of its property, or





 


(iii)            orders
the liquidation of the Company,


 


and the order or decree remains
unstayed and in effect for 60 days; or


 






    17 


     


    

 


(g)            any
other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture
hereto or an Officer’s Certificate, in accordance with Section 3.2.15.


 


The term “Bankruptcy
Law” means title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 7.2     Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding
occurs and is continuing (other than an Event of Default referred to in Section 7.1(e) or (f)) then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare
the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to
be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event
of Default specified in Section 7.1(e) or (f) shall occur, the principal amount (or specified amount) of
and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.


 


At any time after such a declaration
of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities
of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events
of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities
of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.13.


 


No such rescission shall affect
any subsequent Default or impair any right consequent thereon.


 


Section 7.3     Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


(a)            default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period
of 30 days, or


 


(b)            default
is made in the payment of principal of any Security at the Maturity thereof, or


 


(c)            default
is made in the deposit of any sinking fund payment when and as due by the terms of a Security,


 


then,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 









    18 


     


    

 


If the Company fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against
the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


If an Event of Default with
respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 7.4     Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


(a)            to
file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


(b)            to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 8.7.


 


Nothing contained in this
Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.


 


Section 7.5     Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has
been recovered.


 









    19 


     


    

 


Section 7.6     Application
of Money Collected. Any money or property collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal or
interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:


 


First: To the payment of all
amounts due the Trustee, Paying Agent and Registrar under Section 8.7; and


 


Second: To the payment of
the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
principal and interest, respectively; and


 


Third: To the Company.


 


Section 7.7     Limitation
on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(a)            such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series;


 


(b)            the
Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c)            such
Holder or Holders have offered to the Trustee indemnity and/or security reasonably satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by the Trustee in compliance with such request;


 


(d)            the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and


 


(e)            no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the outstanding Securities of that Series;


 


it being understood, intended and expressly covenanted
by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other
of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders of the applicable Series.


 


Section 7.8     Unconditional
Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security
on the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption
date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.


 









    20 


     


    

 


Section 7.9     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


Section 7.10     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities in Section 3.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


Section 7.11     Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 7.12     Control
by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such Series; provided that:


 


(a)            such
direction shall not be in conflict with any rule of law or with this Indenture,


 


(b)            the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction,


 


(c)            subject
to the provisions of Section 7.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability, and


 


(d)            prior
to taking any action as directed under this Section 7.12, the Trustee shall be entitled to indemnity and/or security reasonably
satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


Section 7.13     Waiver
of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may
on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and
its consequences, except a Default in the payment of the principal of or interest on any Security of such Series (provided,
however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 









    21 


     


    

 


Section 7.14     Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security on or after the Maturity of such Security, including the Stated Maturity expressed in such Security
(or, in the case of redemption, on the redemption date).


 


ARTICLE VIII

TRUSTEE


 


Section 8.1     Duties
of Trustee.


 


(a)            If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(b)            Except
during the continuance of an Event of Default:


 


(i)            The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others.


 


(ii)            In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements
of this Indenture;


 


however, in the case of any such Officer’s
Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements
of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


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





 


(i)            This
paragraph does not limit the effect of paragraph (b) of this Section.


 


(ii)            The
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts.


 


(iii)            The
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any
Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities
of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series in accordance with
Section 7.12.


 






    22 


     


    

 


(d)            Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.


 


(e)            The
Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity and/or security reasonably satisfactory
to it against the costs, expenses and liabilities that might be incurred by it in performing such duty or exercising such right or power.


 


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


 


(g)            No
provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance
of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured to the
Trustee to its reasonable satisfaction.


 


(h)            The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth in paragraphs
(e), (f) and (g) of this Section, and Section 8.2, each with respect to the Trustee.


 


Section 8.2     Rights
of Trustee.


 


(a)            The
Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original
or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate
any fact or matter stated in the document.


 


(b)            Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.


 


(c)            The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.





 


(d)            The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights
or powers, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.


 


(e)            The
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance
thereon.


 


(f)            The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


(g)            The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.


 






    23 


     


    

 


(h)            The
Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such
a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally
or the Securities of a particular Series and this Indenture.


 


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


 


(j)            The
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred upon it by this Indenture.


 


(k)            The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including but not limited to the Paying
Agent and the Registrar, and each agent, custodian and other person employed to act hereunder.


 


Section 8.3     Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee is also subject to Sections 8.10 and 8.11.


 


Section 8.4     Trustee’s
Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the
Securities other than its authentication.


 


Section 8.5     Notice
of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and a
Responsible Officer of the Trustee has received written notice thereof, the Trustee shall deliver to each Securityholder of the Securities
of that Series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of
the Trustee has received written notice of such Default or Event of Default. Except in the case of a Default or Event of Default in payment
of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee
or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders
of that Series.


 


Section 8.6     Reports
by Trustee to Holders. Within 60 days after each anniversary of the date of this Indenture, the Trustee shall deliver to all Securityholders,
as their names and addresses appear on the register kept by the Registrar, a brief report dated as of such anniversary date, in accordance
with, and to the extent required under, TIA §313.


 


A copy of each report at the
time of its mailing to Securityholders of any Series shall be filed with the SEC and each national securities exchange on which the
Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed
on any national securities exchange.


 






    24 


     


    

 


Section 8.7     Compensation
and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee
shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out of pocket expenses incurred by it. Such
expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify
each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including
taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the
next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. The Trustee shall have the right to employ separate counsel in any such action or proceeding
and participate in the investigation and defense thereof, and the Company shall pay the reasonable fees and expenses of such separate
counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the judgement
of the Trustee (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available
to the Trustee that are different from or are in addition to those available to the Company or if all parties commonly represented do
not agree as to the action (or inaction) of counsel. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the
Trustee and to the Paying Agent and Registrar.


 


The Company need not reimburse
any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent
of the Trustee through the willful misconduct or negligence of the Trustee or such officer, director, employee, shareholder or agent of
the Trustee, as applicable.


 


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


 


When the Trustee incurs expenses
or renders services after an Event of Default specified in Section 7.1(e) or (f) occurs, the expenses and
the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section shall
survive the termination of this Indenture.


 


Section 8.8     Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section.


 


The Trustee may resign with
respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation.
The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series upon
30 days prior notice by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one
or more Series if:


 


(a)            the
Trustee fails to comply with Section 8.10;


 


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


 


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


 


(d)            the
Trustee becomes incapable of acting.


 






    25 


     


    

 


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


 


If a successor Trustee with
respect to the Securities of any one or more Series does not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable
Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee
shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 8.7,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor
Trustee shall deliver a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee
pursuant to this Section 8.8, the Company’s obligations under Section 8.7 hereof shall continue for the
benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken or omitted to be taken in accordance
with its rights, powers and duties under this Indenture prior to such replacement.


 


Section 8.9     Successor
Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee, subject
to Section 8.10.





 


Section 8.10     Eligibility;
Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and
(5). The Trustee shall always have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA §310(b).


 


Section 8.11     Preferential
Collection of Claims Against Company. The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in
TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a)to the extent indicated.


 






    26 


     


    

 


ARTICLE IX

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 9.1     Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided
in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction
and discharge of this Indenture, when


 


(a)            either:


 


(i)            all
Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been
replaced or paid) have been delivered to the Trustee for cancellation; or


 


(ii)            all
such Securities not theretofore delivered to the Trustee for cancellation


 


(1)            have
become due and payable, or


 


(2)            will
become due and payable at their Stated Maturity within one year, or


 


(3)           have
been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company, or


 


(4)            are
deemed paid and discharged pursuant to Section 9.3, as applicable;


 


and the Company, in the case of (1), (2) or
(3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S.
Government Obligations sufficient, without reinvestment, for the purpose of paying and discharging the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may
be;


 


(b)           the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and





 


(c)           the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 8.7, and, if money shall have
been deposited with the Trustee pursuant to clause(a)of this Section, the provisions of Sections 3.4, 3.7, 3.8, 9.2
and 9.5 shall survive.


 






    27 


     


    

 


Section 9.2     Application
of Trust Funds; Indemnification.


 


(a)            Subject
to the provisions of Section 9.5, all money or U.S. Government Obligations deposited with the Trustee pursuant to Section 9.1,
all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 9.3
or 9.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited
with the Trustee pursuant to Section 9.3 or 9.4, shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such
money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated
by Section 9.3 or 9.4.


 


(b)            The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section 9.3 or 9.4 or the interest and principal
received in respect of such obligations other than any payable by or on behalf of Holders.


 


(c)            The
Trustee shall deliver or pay to the Company from time to time upon Company Order any U.S. Government Obligations or Foreign Government
Obligations or money held by it as provided in Section 9.3 or 9.4 which, in the opinion of a nationally recognized
firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee,
are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government
Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the
Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 


Section 9.3     Legal
Defeasance of Securities of any Series. Unless this Section 9.3 is otherwise specified, pursuant to Section 3.2,
to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all
the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof,
and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, upon receipt of a Company Order, execute instruments acknowledging the same), except as
to:


 


(a)            the
rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Maturity
of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable
to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture
and the Securities of such Series;





 


(b)            the
provisions of Sections 3.4, 3.7, 3.8, 9.2, 9.3 and 9.5; and


 


(c)           the
rights, powers, trust and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;


 


provided
that, the following conditions shall have been satisfied:


 


(d)            the
Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 9.2(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to
the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars
and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other
than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect
thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee),
not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the
Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due;


 






    28 


     


    

 


(e)            such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(f)            no
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit or during the period ending on the 91st day after such date;


 


(g)            the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not
occurred;


 


(h)            the
Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the
intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(i)            the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this Section have been complied with.


 


Section 9.4     Covenant
Defeasance. Unless this Section 9.4 is otherwise specified pursuant to Section 3.2 to be inapplicable
to Securities of any Series , the Company may omit to comply with respect to the Securities of any Series with any term, provision
or condition set forth under Sections 5.2, 5.3, 5.4, and 6.1 as well as any additional covenants specified
in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant
to Section 3.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with
respect to such Series under Section 7.1) and the occurrence of any event specified in a supplemental indenture for such
Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 3.2 and designated
as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided
that the following conditions shall have been satisfied:





 


(a)            With
reference to this Section 9.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 9.2(c))
with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars,
cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign
Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal
in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of
a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund
payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund
payments are due;


 






    29 


     


    

 


(b)            Such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(c)            No
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit;


 


(d)            The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will
not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant
defeasance had not occurred;


 


(e)            The
Company shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company with the intent
of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(f)            The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with.


 


Section 9.5     Repayment
to Company. Subject to applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled
to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another
person.





 


Section 9.6     Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in accordance
with Section 9.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to
the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 9.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in
accordance with Section 9.1; provided, however, that if the Company has made any payment of principal of or
interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent after payment in full to the Holders.


 






    30 


     


    

 


ARTICLE X

AMENDMENTS AND WAIVERS


 


Section 10.1     Without
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without
the consent of any Securityholder:


 


(a)            to
cure any ambiguity, defect or inconsistency;


 


(b)            to
comply with Article V;


 


(c)            to
provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(d)            to
surrender any of the Company’s rights or powers under this Indenture;


 


(e)            to
add covenants or events of default for the benefit of the holders of Securities of any Series;


 


(f)            to
comply with the applicable procedures of the applicable depositary;


 


(g)            to
make any change that does not adversely affect the rights of any Securityholder;


 


(h)            to
provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture;


 


(i)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee; or


 


(j)            to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.


 


Section 10.2     With
Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders
of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including
consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 7.13, the Holders
of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents
obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with
any provision of this Indenture or the Securities with respect to such Series.


 









    31 


     


    

 


It shall not be necessary
for the consent of the Holders of Securities under this Section 10.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver
under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing
the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 10.3     Limitations.
Without the consent of each Securityholder affected, an amendment or waiver may not:


 


(a)            reduce
the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


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


 


(c)            reduce
the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any
sinking fund or analogous obligation;


 


(d)            reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


 


(e)            waive
a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration
of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and
a waiver of the payment default that resulted from such acceleration);


 


(f)             make
the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;


 


(g)            make
any change in Section 7.8, 7.13 or 10.3 (this sentence); or


 


(h)            waive
a redemption payment with respect to any Security, provided that such redemption is made at the Company’s option.


 


Section 10.4     Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in
a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 10.5     Revocation
and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date of the supplemental indenture or the date the waiver becomes effective.


 









    32 


     


    

 


Any amendment or waiver once
effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 10.3. In that case, the amendment or waiver shall bind each Holder
of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt
as the consenting Holder’s Security.


 


The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall
be entitled to give such consent or to revoke any consent previously given or take any such action, whether or not such persons continue
to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.


 


Section 10.6     Notation
on or Exchange of Securities. The Company or the Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee
shall authenticate upon request new Securities of that Series that reflect the amendment or waiver.


 


Section 10.7     Trustee
Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 8.1)
shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel complying with Section 11.4
and stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign
all supplemental indentures upon delivery of such an Officer’s Certificate and Opinion of Counsel, except that the Trustee need
not sign any supplemental indenture that adversely affects its rights.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.1     Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required
or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 11.2     Notices.
Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if
in writing and delivered in person or mailed by first-class mail:


 


if to the Company:


 


Tellurian Inc.





1201 Louisiana Street, Suite 3100





Houston, Texas 77002





Attention: Graham A. McArthur, Treasurer


 






    33 


     


    

 


With copies to:


 


Davis Graham & Stubbs LLP





1550 Seventeenth Street, Suite 500





Denver, Colorado 80202





Attention: John A. Elofson, Esq.


 


if to the Trustee, at the Corporate Trust Office.


 


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


 


Any notice or communication
to a Securityholder shall be mailed by first-class mail, or otherwise delivered, to his address shown on the register kept by the Registrar.
Failure to mail or deliver a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency
with respect to other Securityholders of that or any other Series.


 


If a notice or communication
is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives
it.


 


If the Company sends a notice
or communication to Securityholders, it shall send a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any other
provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice
of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary
for such Security (or its designee) pursuant to the customary procedures of such Depositary.


 


The Trustee shall have the
right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to
the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an
incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person
is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.
The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the
Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate
provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized
Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard
the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon
and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the
Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that
the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.


 









    34 


     


    

 


Section 11.3     Communication
by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA §312(b)with other Securityholders
of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).


 


Section 11.4     Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


(a)            an
Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and


 


(b)            an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 11.5     Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e)and
shall include:


 


(a)            a
statement that the person making such certificate or opinion has read such covenant or condition;


 


(b)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(c)            a
statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)            a
statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


Section 11.6     Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series.
Any Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 11.7     Legal
Holidays. Unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular
Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.


 


Section 11.8     No
Recourse Against Others. A director, officer, employee or stockholder (past or present), as such, of the Company shall not have
any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities.


 






    35 


     


    




 


Section 11.9     Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The words “execution,”
 “signed,” “signature,” and words of like import in this Indenture or in any other certificate, agreement or document
related to this Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code. Delivery of an executed counterpart of a signature page of this Indenture in Portable Document Format (PDF)
or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Indenture.


 


Section 11.10     Governing
Law. THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).


 


Section 11.11     No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 11.12     Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture
shall bind its successor.


 


Section 11.13     Severability.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.14     Table
of Contents, Headings, Etc. The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.


 


Section 11.15     Securities
in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s
Certificate delivered pursuant to Section 3.2 of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities
of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding
Securities of any Series which are denominated in more than one currency, then the principal amount of Securities of such Series which
shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into
a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with
respect to a particular Series of Securities, such conversion shall be at the spot rate for the purchase of the designated currency
as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or
if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on any
date of determination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities
of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.


 






    36 


     


    




 


All decisions and determinations
provided for in the preceding paragraph shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all
purposes and irrevocably binding upon the Trustee and all Holders.


 


Section 11.16     Judgment
Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other
amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered
(the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on
the New York Banking Day preceding the day on which final unappealable judgment is entered and (b)its obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment
(whether or not entered in accordance with clause(a)), in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable
in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in
The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close.


 


Section 11.17     FATCA.
Notwithstanding any other provision of this Indenture, the Trustee shall be entitled to make a deduction or withholding from any payment
which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required
by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing
an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in
respect of the Securities, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall
account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder
or pay any additional amount as a result of such withholding tax.


 


The Company hereby covenants
with the Trustee that it will provide the Trustee with sufficient information so as to enable the Trustee to determine whether or not
the Trustee is obliged, in respect of any payments to be made by it pursuant to this Indenture, to make any withholding or deduction pursuant
to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986, as amended (the “Code”)
or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations
thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof
(or any law implementing such an intergovernmental agreement).


 









    37 


     


    

 


Section 11.18     U.S.A
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, and in order to
help fight the funding of terrorism and money laundering, The Bank of New York Mellon Trust Company, N.A., is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to
this Indenture agree that they will provide The Bank of New York Mellon Trust Company, N.A. with such information as it may request in
order for The Bank of New York Mellon Trust Company, N.A. to satisfy the requirements of the U.S.A. Patriot Act.


 


Section 11.19     Sanctions
Representations. The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or
officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of
the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury,
or other relevant sanctions authority (collectively “Sanctions”).


 


The Company covenants and
represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any payments made pursuant to the
Indenture, as supplemented by this First Supplemental Indenture, (i) to fund or facilitate any activities of or business with any
person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities
of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result
in a violation of Sanctions by any person.


 


Section 11.20     Waiver
of Jury Trial. EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS BY THEIR ACCEPTANCE OF THE SECURITIES HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, ANY SUPPLEMENTAL INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 11.21     Submission
to Jurisdiction. The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough
of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any
suit, action or proceeding arising out of or relating to this Indenture, any supplemental indenture, and the Securities, and irrevocably
accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.


 


Section 11.22     Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any provision
of any law or regulation or any act of any governmental authority, nuclear or natural catastrophes and acts of God; earthquakes; fire;
flood; acts of war, terrorism and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities,
computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental
action; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


 






    38 


     


    

 


ARTICLE XII

SINKING FUNDS


 


Section 12.1     Applicability
of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of
a Series if so provided by the terms of such Securities pursuant to Section 3.2, except as otherwise permitted or required
by any form of Security of such Series issued pursuant to this Indenture.


 


The minimum amount of any
sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking
fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities
of any Series as provided for by the terms of the Securities of such Series.


 


Section 12.2     Satisfaction
of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities
of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable
and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of
Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other
optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15
days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such
purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 12.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon
receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to
time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying
Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal
amount equal to the cash payment required to be released to the Company.


 


Section 12.3     Redemption
of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture
hereto or Officer’s Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that Series pursuant to the terms of that 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 of Securities
of that Series pursuant to Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless
otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of
Securities) 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 4.2 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 4.3. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 4.4, 4.5 and 4.6.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    39


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed as of the day and year first above written.


 


	 	Tellurian Inc.
	 	By:	/s/ L. Kian Granmayeh
	 	Name:	L. Kian Granmayeh
	 	Its:	Executive Vice President and Chief Financial Officer
	 	
     

    The Bank of New York Mellon Trust Company, N.A., as Trustee

	 	By:	/s/ Lawrence M. Kusch
	 	Name:	Lawrence M. Kusch
	 	Its:	Vice President


 






    40