Exhibit
4.1


 


ROYAL CARIBBEAN CRUISES LTD.,

as Issuer,


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,

as Trustee, Principal Paying Agent, Transfer Agent, and Registrar


 


 



 


INDENTURE


 


Dated as of March 29, 2021


 


 



 


$1,500,000,000 5.50% SENIOR NOTES DUE 2028






    


     


    

TABLE OF CONTENTS


 








	 	 	 	 	 	Page
	Article One         DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	 	 
	 	Section 1.01.	 	Definitions	 	1
	 	Section 1.02.	 	Other Definitions	 	8
	 	Section 1.03.	 	Rules of Construction	 	9
	 	 	 	 	 	 
	Article Two        THE NOTES	 	10
	 	 	 
	 	Section 2.01.	 	The Notes	 	10
	 	Section 2.02.	 	Execution and Authentication	 	11
	 	Section 2.03.	 	Registrar, Transfer Agent and Paying Agent	 	12
	 	Section 2.04.	 	Paying Agent to Hold Money	 	13
	 	Section 2.05.	 	Holder Lists	 	14
	 	Section 2.06.	 	Transfer and Exchange	 	14
	 	Section 2.07.	 	Replacement Notes	 	16
	 	Section 2.08.	 	Outstanding Notes	 	17
	 	Section 2.09.	 	Notes Held by Issuer	 	17
	 	Section 2.10.	 	Definitive Registered Notes	 	18
	 	Section 2.11.	 	Cancellation	 	18
	 	Section 2.12.	 	Defaulted Interest	 	19
	 	Section 2.13.	 	Computation of Interest	 	19
	 	Section 2.14.	 	ISIN and CUSIP Numbers	 	19
	 	Section 2.15.	 	Issuance of Additional Notes	 	20
	 	 	 	 	 	 
	Article Three      REDEMPTION; OFFERS TO PURCHASE	 	20
	 	 	 
	 	Section 3.01.	 	Optional Redemption	 	20
	 	Section 3.02.	 	Notices to Trustee	 	20
	 	Section 3.03.	 	Selection of Notes to Be Redeemed	 	20
	 	Section 3.04.	 	Notice of Redemption	 	21
	 	Section 3.05.	 	Deposit of Redemption Price	 	22
	 	Section 3.06.	 	[Reserved]	 	22
	 	Section 3.07.	 	Payment of Notes Called for Redemption	 	22
	 	Section 3.08.	 	Notes Redeemed in Part	 	23
	 	Section 3.09.	 	Redemption for Changes in Taxes	 	23
	 	 	 	 	 	 
	Article Four        COVENANTS	 	24
	 	 	 
	 	Section 4.01.	 	Payment of Notes	 	24
	 	Section 4.02.	 	[Reserved]	 	25
	 	Section 4.03.	 	Maintenance of Properties	 	25
	 	Section 4.04.	 	[Reserved]	 	25
	 	Section 4.05.	 	Statement as to Compliance	 	25
	 	Section 4.06.	 	Limitation on Liens	 	25
	 	Section 4.07.	 	Limitation on Sales and Leasebacks	 	26
	 	Section 4.08.	 	Purchase of Notes upon a Change of Control	 	27
	 	Section 4.09.	 	Additional Amounts	 	30
	 	Section 4.10.	 	Reports to Holders	 	33






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	Article Five         CONSOLIDATION, MERGER OR SALE OF ASSETS	 	34
	 	 	 	 
	 	Section 5.01.	 	Merger, Consolidation or Sale of Assets	 	34
	 	Section 5.02.	 	Rights and Duties of Successor Corporation	 	34
	 	Section 5.03.	 	Officer’s Certificate and Opinion of Counsel	 	34
	 	 	 	 	 	 
	Article Six           EVENTS OF DEFAULT	 	35
	 	 	 	 
	 	Section 6.01.	 	Events of Default	 	35
	 	Section 6.02.	 	Acceleration	 	36
	 	Section 6.03.	 	Other Remedies	 	37
	 	Section 6.04.	 	Waiver of Past Defaults	 	37
	 	Section 6.05.	 	Control by Majority	 	37
	 	Section 6.06.	 	Limitation on Suits	 	38
	 	Section 6.07.	 	Unconditional Right of Holders to Bring Suit for Payment	 	38
	 	Section 6.08.	 	Collection Suit by Trustee	 	38
	 	Section 6.09.	 	Trustee May File Proofs of Claim	 	39
	 	Section 6.10.	 	Application of Money Collected	 	39
	 	Section 6.11.	 	Undertaking for Costs	 	40
	 	Section 6.12.	 	Restoration of Rights and Remedies	 	40
	 	Section 6.13.	 	Rights and Remedies Cumulative	 	40
	 	Section 6.14.	 	Delay or Omission Not Waiver	 	40
	 	Section 6.15.	 	Record Date	 	40
	 	Section 6.16.	 	Waiver of Stay or Extension Laws	 	41
	 	 	 	 	 	 
	Article Seven     TRUSTEE	 	41
	 	 	 	 
	 	Section 7.01.	 	Duties of Trustee	 	41
	 	Section 7.02.	 	Certain Rights of Trustee	 	42
	 	Section 7.03.	 	Individual Rights of Trustee	 	46
	 	Section 7.04.	 	Disclaimer of Trustee	 	46
	 	Section 7.05.	 	Compensation and Indemnity	 	46
	 	Section 7.06.	 	Replacement of Trustee	 	47
	 	Section 7.07.	 	Successor Trustee by Merger	 	48
	 	Section 7.08.	 	Eligibility; Disqualification	 	49
	 	Section 7.09.	 	Appointment of Co-Trustee	 	49
	 	Section 7.10.	 	Resignation of Agents	 	50
	 	Section 7.11.	 	Agents General Provisions	 	51
	 	 	 	 	 	 
	Article Eight       DEFEASANCE; SATISFACTION AND DISCHARGE	 	52
	 	 	 
	 	Section 8.01.	 	Issuer’s Option to Effect Defeasance or Covenant Defeasance	 	52
	 	Section 8.02.	 	Defeasance and Discharge	 	52
	 	Section 8.03.	 	Covenant Defeasance	 	53
	 	Section 8.04.	 	Conditions to Defeasance	 	53
	 	Section 8.05.	 	Satisfaction and Discharge of Indenture	 	55
	 	Section 8.06.	 	Survival of Certain Obligations	 	55
	 	Section 8.07.	 	Acknowledgment of Discharge by Trustee	 	56
	 	Section 8.08.	 	Application of Trust Money	 	56






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	 	Section 8.09.	 	Repayment to Issuer	 	56
	 	Section 8.10.	 	Indemnity for Government Securities	 	56
	 	 	 	 	 	 
	Article Nine        AMENDMENTS AND WAIVERS	 	57
	 	 	 
	 	Section 9.01.	 	Without Consent of Holders	 	57
	 	Section 9.02.	 	With Consent of Holders	 	58
	 	Section 9.03.	 	Effect of Supplemental Indentures	 	59
	 	Section 9.04.	 	Notation on or Exchange of Notes	 	59
	 	Section 9.05.	 	[Reserved]	 	59
	 	Section 9.06.	 	Notice of Amendment or Waiver	 	59
	 	Section 9.07.	 	Trustee to Sign Amendments, Etc	 	59
	 	 	 	 	 	 
	Article Ten         MISCELLANEOUS	 	60
	 	 	 
	 	Section 10.01.	 	Notices	 	60
	 	Section 10.02.	 	Certificate and Opinion as to Conditions Precedent	 	61
	 	Section 10.03.	 	Statements Required in Certificate or Opinion	 	61
	 	Section 10.04.	 	Rules by Trustee, Paying Agent and Registrar	 	62
	 	Section 10.05.	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	62
	 	Section 10.06.	 	Legal Holidays	 	62
	 	Section 10.07.	 	Governing Law	 	62
	 	Section 10.08.	 	Jurisdiction	 	62
	 	Section 10.09.	 	No Recourse Against Others	 	63
	 	Section 10.10.	 	Successors	 	63
	 	Section 10.11.	 	Counterparts	 	63
	 	Section 10.12.	 	Table of Contents and Headings	 	64
	 	Section 10.13.	 	Severability	 	64
	 	Section 10.14.	 	Currency Indemnity	 	64






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Exhibits


 



	Exhibit A	 –	Form of 2028 Note
	 	 	 
	Exhibit B	 –	Form of Transfer Certificate for Transfer from Restricted Global Note to Regulation S Global Note
	 	 	 
	Exhibit C	 –	Form of Transfer Certificate for Transfer from Regulation S Global Note to Restricted Global Note
	 	 	 
	Exhibit D	 –	Form of Supplemental Indenture






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INDENTURE, dated as of March 29, 2021, between
Royal Caribbean Cruises Ltd., a corporation incorporated and existing under the laws of Liberia (the “Issuer”)
and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as Principal
Paying Agent, as Transfer Agent and as Registrar.


 


RECITALS


 


The Issuer has duly authorized the execution
and delivery of this Indenture to provide for the issuance of its 5.50% Senior Notes due 2028 issued on the date hereof (the “Original
Notes”) and any additional senior notes due 2028 (the “Additional Notes”) that may be issued after
the Issue Date in compliance with this Indenture. The Original Notes and the Additional Notes together are referred to herein as
the “Notes.” The Issuer has received good and valuable consideration for the execution and delivery of this
Indenture. All necessary acts and things have been done to make (i) the Notes, when duly issued and executed by the Issuer and
authenticated and delivered hereunder, the legal, valid and binding obligations of the Issuer and (ii) this Indenture a legal,
valid and binding agreement of the Issuer in accordance with the terms of this Indenture.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit
of all Holders, as follows:


 


Article
One

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.       
Definitions.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means 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, by agreement or otherwise. For purposes of this definition, the terms “controlling,”
 “controlled by” and “under common control with” have correlative meanings.


 


“Applicable Law” means
any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


“Attributable Debt” means
as to any particular lease under which any person is liable, at the time of determination, the present value (discounted at the
interest rate implicit in the lease or, if not known, at the Issuer’s incremental borrowing rate) of the obligations of the
lessee of the property subject to such lease for rental payments during the remaining term of the lease included in such transaction,
including any period for which such lease has been extended or may, at the sole option of the lessor, be extended, or until the
earliest date on which the lessee may terminate such lease without penalty or upon payment of penalty (in which case the rental
payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water, utilities and similar charges.





    


     


    



“Authority” means any
competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


“Bankruptcy Law” means
Title 11 of the United States Code, as amended, or any similar


 


U.S. federal or state law or the laws of
any other jurisdiction (or any political subdivision thereof) relating to bankruptcy, insolvency, voluntary or judicial liquidation,
composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors,
reorganization or similar or equivalent laws affecting the rights of creditors generally.


 


“Board of Directors”
means:


 


(a)           
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act
on behalf of such board;


 


(b)           
with respect to a partnership, the board of directors of the general partner of the partnership;


 


(c)           
with respect to a limited liability company, the managing member or members or any controlling committee of managing members
thereof; and


 


(d)           
with respect to any other Person, the board or committee of such Person serving a similar function.


 


“Book-Entry Interest”
means a beneficial interest in a Global Note held through and shown on, and transferred only through, records maintained in book-entry
form by DTC and its nominees and successors.


 


“Business Day” means
a day other than a Saturday, Sunday or other day on which banking institutions in New York or a place of payment under this Indenture
are authorized or required by law, regulation or executive order to close.


 


“Capital Stock” means:


 


(a)           
in the case of a corporation, corporate stock;


 


(b)           
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock;


 


(c)           
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership
interests; and


 


(d)           
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.





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A “Change of Control”
shall be deemed to occur upon the consummation of any transaction pursuant to which:


 


		•	any “person” or “group” of related persons is or becomes the beneficial owner, directly
or indirectly, of more than 50% of the total voting stock of the Issuer; or



 


		•	the Issuer conveys, transfers or leases its properties and assets substantially as an entirety to any other person, other than
to a Subsidiary of the Issuer.



 


For purposes of this definition, (a) “person”
and “group” have the meanings they have in Sections 13(d) and 14(d) of the Exchange Act; and (b) “beneficial
owner” is used as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial
ownership” of all voting stock that such person has the right to acquire, whether such right is exercisable immediately or
only after the passage of time.


 


“Change of Control Offer”
has the meaning specified in Section 4.08.


 


“Change of Control Payment”
has the meaning specified in Section 4.08.


 


“Change of Control Triggering Event”
means the occurrence of both (i) a Change of Control and (ii) a Rating Decline associated with such Change of Control.


 


“Clearstream” means Clearstream
Banking, S.A.


 


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


 


“Commission” means the
U.S. Securities and Exchange Commission.


 


“Consolidated Net Tangible Assets”
means the total amount of assets (less applicable reserves and other properly deductible items) which under accounting principles
generally accepted in the United States would be included on a consolidated balance sheet of the Issuer and its Restricted Subsidiaries
after deducting therefrom, without duplication, the sum of (i) all current liabilities except for (A) notes and loans payable,
(B) current maturities of long term debt, (C) current maturities of obligations under capital leases and (D) customer deposits
and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, which
in each case under generally accepted accounting principles would be included on such consolidated balance sheet.


 


“continuing” means, with
respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Corporate Trust Office”
means any address of the Bank of New York Mellon Trust Company, N.A., designated by the Trustee, which shall initially be the office
of the Trustee at which at any particular time its corporate trust business in Jacksonville, Florida shall be principally administered,
which office as of the date hereof is located at 10161 Centurion Parkway North, Jacksonville, Florida 32256, except that with respect
to presentation of Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of
the Trustee at which at any particular time its corporate agency business shall be conducted, which office as of the date hereof
is located at 240 Greenwich Street, 7E, New York, New York 10286; Attention: Corporate Trust Division – Corporate Finance
Unit, 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 Issuer.





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“Custodian” means any
receiver, trustee, assignee, liquidator, custodian, administrator or similar official under any Bankruptcy Law.


 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive Registered Note”
means, with respect to the Notes, a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06 hereof, substantially in the form of Exhibit A attached hereto except that such Note shall not bear the legends applicable
to Global Notes and shall not have the “Schedule of Principal Amount in the Global Note” attached thereto.


 


“DTC” means The Depository
Trust Company, its nominees and successors.


 


“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 hereunder.


 


“Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Euroclear” means Euroclear
SA/NV.


 


“Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the
Commission thereunder.


 


“Existing Pari Passu Notes”
means the 5.25% notes due 2022 of the Issuer, the 7.50% senior debentures due 2027 of the Issuer and the 3.70% notes due 2028 of
the Issuer, in each case as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with
the existing holders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including
any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion
of the indebtedness under such agreement or agreement or any successor or replacement agreement or agreements or increasing the
amount of notes issued thereunder or altering the maturity thereof.


 


“Fair Market Value” means
the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress of either
party, determined in good faith by the Issuer’s Chief Executive Officer or responsible accounting or financial officer of
the Issuer.





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“FATCA Withholding” means
any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant
to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any
law implementing an intergovernmental approach thereto.


 


“Funded Debt” means any
indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed, whether secured or unsecured, maturing more
than one year after the date of determination thereof and any indebtedness, regardless of its terms, renewable pursuant to the
terms thereof or of a revolving credit or similar agreement effective for more than 360 days after the date of the creation of
indebtedness.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States
pledges its full faith and credit.


 


“Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business, of all or any
part of any indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement conditions,
pledges of assets, sureties or otherwise).


 


“Holder” means the Person
in whose name a Note is registered on the Registrar’s books.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.


 


“Interest Payment Date”
means the Stated Maturity of an installment of interest on the Notes.


 


An “Investment Grade”
rating means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s)
or BBB- or better by S&P (or its equivalent under any successor rating categories of S&P), or if such Rating Agency ceases
to rate the Notes for reasons outside of the Issuer’s control, the equivalent investment grade credit rating from any Rating
Agency selected by the Issuer as a replacement Rating Agency.


 


“Issue Date” means March
29, 2021.


 


“Issuer Order” means
a written order signed in the name of the Issuer by any Person authorized by a resolution of the Board of Directors of the Issuer.


 


“Moody’s” means
Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, or its successor.


 


“Offering Memorandum”
means the final offering memorandum in respect of the Notes dated March 24, 2021.





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“Officer” means, with
respect to any Person, the Chief Executive Officer or any Vice President of such Person.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer.


 


“Opinion of Counsel”
means a written opinion from legal counsel, subject to customary exceptions and qualifications, who may, except as otherwise provided
in this Indenture, be an employee of or counsel to the Issuer and, in the case of an opinion of counsel to be delivered to the
Trustee (i) is delivered by legal counsel reasonably acceptable to the Trustee and (ii) is addressed to the Trustee.


 


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


 


“Principal Property”
means any real or personal property owned or leased by the Issuer or any Subsidiary the net book value of which on the date as
of which the determination is being made exceeds 5% of the Issuer’s Consolidated Net Tangible Assets, other than any such
real or personal property which, in the opinion of the Issuer’s Board of Directors, is not of material importance to the
total business conducted by the Issuer and its Subsidiaries, taken as a whole.


 


“QIB” means a “Qualified
Institutional Buyer” as defined in Rule 144A.


 


“Rating Agencies” means
each of Moody’s and S&P, or any of their respective successors or any national rating agency substituted for either of
them as selected by the Issuer.


 


A “Rating Decline” shall
be deemed to occur if during the period (the “Change of Control Period”) commencing on the date of the first
public notice of the occurrence of a Change of Control or the intention by the Issuer to effect a Change of Control (the “Public
Notice Date”) and terminating on the date that is 60 days after consummation of the Change of Control (provided that
if a Rating Agency announces, after the Public Notice Date and before expiration of the Change of Control Period, that the rating
of the Notes is under review for possible downgrade by such Rating Agency, the Change of Control Period shall be extended until
the first to occur of (x) the date that such Rating Agency announces the results of its review and (y) the date that is 180 days
after consummation of the Change of Control), both Rating Agencies downgrade their respective rating of the Notes, such that after
such downgrades, the Notes are not rated Investment Grade by both Rating Agencies, and both Rating Agencies do not thereafter during
the Change of Control Period restore their respective Investment Grade rating of the Notes.


 


“Record Date,” for the
interest payable on any Interest Payment Date, means the 15th of September and the 15th of March (in each case, whether or not
a Business Day) next preceding such Interest Payment Date.


 


“Redemption Date” means,
the date fixed for any redemption of the Notes, in whole or in part, by or pursuant to this Indenture.





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“Redemption Price” means
the price at which the Notes are to be redeemed pursuant to this Indenture.


 


“Regulation S” means
Regulation S under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“Responsible Officer”
means any officer within the Corporate Trust Office (however named, or any successor group of the Trustee) and also means, with
respect to any particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.


 


“Restricted Subsidiary”
means any Subsidiary which owns or leases a Principal Property.


 


“Rule 144” means Rule
144 under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“Rule 144A” means Rule
144A under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“S&P” means Standard
 & Poor’s Ratings Group.


 


“Secured Notes” means
the Issuer’s 10.875% Senior Secured Notes due 2023 and 11.500% Senior Secured Notes due 2025.


 


“Secured Notes Indenture”
means that certain indenture, dated May 19, 2020, between the Issuer, the guarantors party thereto and The Bank of New York Mellon
Trust Company, N.A., as trustee, registrar, paying agent and security agent.


 


“Stated Maturity” means,
with respect to any installment of interest or principal on any series of indebtedness, the date on which the payment of interest
or principal was scheduled to be paid in the documentation governing such indebtedness as of the Issue Date, and will not include
any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.


 


“Statistical Release”
means that statistical release designated “H.15” or any successor publication published daily by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity,
or, if such release (or any successor publication) is no longer published at the time of any calculation under this Indenture,
then such other reasonably comparable index the Issuer designates.


 


“Subsidiary” means, with
respect to any specified Person:


 


(a)          
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 and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person (or a combination thereof); and





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(b)           
any partnership, joint venture or limited liability company of which (a) more than 50% of the capital accounts, distribution
rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether
in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary
of such Person is a controlling general partner or otherwise controls such entity.


 


“Supplemental Indenture”
means a supplemental indenture to this Indenture substantially in the form of Exhibit D attached hereto.


 


“Tax” or “Taxes”
means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and additions to tax
related thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax).


 


“Treasury Rate” means,
the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields displayed for each of the five most recent
days published in the most recent Statistical Release under the caption “Treasury constant maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity of the Notes (assuming the Notes mature on the Par
Call Date) as of the Redemption Date. If no maturity exactly corresponds to such remaining life to maturity, yields for the two
published maturities most closely corresponding to such remaining life to maturity shall be calculated pursuant to the immediately
preceding sentence and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding
in each of such relevant periods to the nearest month. The Treasury Rate will be calculated on the third Business Day preceding
the date the applicable notice of redemption is given. For the purpose of calculating the Treasury Rate, the most recent Statistical
Release published prior to the date of calculation of the Treasury Rate shall be used.


 


“U.S. dollar” or “$”
means the lawful currency of the United States of America.


 


“U.S. Securities Act”
means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission
thereunder.


 


Section 1.02.       
Other Definitions.


 


	
        Term

	 	
        Section


	“Additional Amounts” 	 	4.09(a)
	“Additional Notes” 	 	Recitals
	“Agents” 	 	2.03
	“Applicable AML Laws” 	 	7.02(bb)
	“Applicable Procedures” 	 	2.06(b)(ii)
	“Authorized Agent” 	 	10.08
	“Change in Tax Law” 	 	3.09(b)





    8


     


    

	
        Term

	 	
        Section


	“Change of Control Offer” 	 	4.08(b)
	“Change of Control Payment” 	 	4.08(b)(i)
	“Change of Control Payment Date” 	 	4.08(b)(ii)
	“Covenant Defeasance” 	 	8.03
	“Defaulted Interest” 	 	2.12
	“Event of Default” 	 	6.01(a)
	“Global Notes” 	 	2.01(c)
	“Issuer” 	 	Preamble
	“Judgment Currency” 	 	10.14
	“Legal Defeasance 	 	8.02
	“Lien”  	 	4.06(a)
	“Notes” 	 	Recitals
	“Original Notes” 	 	Recitals
	“Overdue Rate” 	 	4.01
	“Par Call Date” 	 	3.01
	“Participants” 	 	2.01(c)
	“Paying Agent” 	 	2.03
	“Principal Paying Agent” 	 	2.03
	“Registrar” 	 	2.03
	“Regulation S Global Note” 	 	2.01(b)
	“Required Currency 	 	10.14
	“Restricted Global Note” 	 	2.01(b)
	“Security Register” 	 	2.03
	“Tax Jurisdiction” 	 	4.09(a)
	“Tax Redemption Date” 	 	3.09
	“TIA” 	 	1.03(i)
	“Transfer Agent” 	 	2.03
	“Trustee” 	 	Preamble 


 



Section 1.03.       
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 accounting principles generally
accepted in the United States;


 


(c)          
“or” is not exclusive;


 


(d)         
“including” or “include” means including or include without limitation;


 


(e)          
words in the singular include the plural and words in the plural include the singular;


 


(f)          
unsecured or unguaranteed indebtedness shall not be deemed to be subordinate or junior to secured or guaranteed indebtedness
merely by virtue of its nature as unsecured or unguaranteed indebtedness;





    9


     


    


(g)         
any indebtedness secured by a Lien ranking junior to any of the Liens securing other indebtedness shall not be deemed to
be subordinate or junior to such other indebtedness by virtue of the ranking of such Liens;


 


(h)         
the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section, clause or other subdivision; and


 


(i)          
the Trust Indenture Act of 1939, as amended (the “TIA”), shall not apply to this Indenture, the Notes
or any documents or instruments related thereto, and no terms used in any of the foregoing shall have meanings given to them by
the TIA.


 


Article
Two

THE NOTES


 


Section 2.01.       
The Notes.


 


(a)         
Form and Dating. The Notes and the Trustee’s (or the authenticating agent’s) certificate of authentication shall
be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law,
the rules of any securities exchange agreements to which the Issuer is subject, if any, or usage; provided that any such
notation, legend or endorsement is in form reasonably acceptable to the Issuer. The Issuer shall approve the form of the Notes.
Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes shall constitute
and are hereby expressly made a part of this Indenture. The Notes shall be issued only in registered form without coupons and only
in minimum denominations of $2,000 in principal amount and any integral multiples of $1,000 in excess thereof.


 


(b)         
Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more
Global Notes substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A
attached hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited
on behalf of the purchasers of the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its
nominee, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02)
as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased
by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter
provided.


 


Notes offered and sold in reliance on Regulation
S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A attached hereto, with
such applicable legends as are provided in Exhibit A, except as otherwise permitted herein (the “Regulation S Global Note”),
which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC, and registered
in the name of DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in
accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from
time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded
in the Security Register, as hereinafter provided.





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(c)         
Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes
(together, the “Global Notes”) deposited with or on behalf of DTC.


 


Members of, or participants and account
holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note,
and DTC or its nominees may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the sole owner
of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee
or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished
by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of
such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.


 


Subject to the provisions of Section 2.10(b),
the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons
that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the
Notes.


 


Except as provided in Section 2.10, owners
of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.


 


Section 2.02.       
Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer
of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature.


 


If an authorized member of the Issuer’s
Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee (or
its authenticating agent) authenticates the Note, the Note shall be valid nevertheless.


 


A Note shall not be valid or obligatory
for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication
on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


The Issuer shall execute and, upon receipt
of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication
may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a)


 


Original Notes, on the date hereof, for
original issue up to an aggregate principal amount of $1,500,000,000 and (b) Additional Notes, from time to time. The Issuer is
permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, any
Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as
the Original Notes unless the Additional Notes are fungible with the Original Notes for U.S. federal income tax purposes. The Issuer
will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.





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The Trustee may appoint an authenticating
agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar,
Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer.


 


The Trustee shall have the right to decline
to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.


 


Section 2.03.       
Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of
the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred
or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying
Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices
or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one
or more co-Registrars and one or more additional Paying Agents.


 


The Issuer or any of its Affiliates may
act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the
Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article
Three and Eight and Sections 4.08.


 


The Issuer hereby appoints (i) the Trustee,
located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate
Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and
any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and
functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set
out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against
any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior
receipt by it of those funds to be disbursed.


 


Subject to any applicable laws and regulations,
the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office
in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership,
exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of
Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or
transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement
of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the
case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such
Note was canceled.





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The Issuer shall enter into an appropriate
agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If
the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act
as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.


 


Section 2.04.       
Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due
date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money
in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due
on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day
preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely
manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such
money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent
shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard
to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the
Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of
doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the
Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other
obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the
Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If
the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium,
if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient
to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act.


 


The Trustee may, if the Issuer has notified
it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the
provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the
Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited
with it in accordance with the provisions of Article Eight.





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Section 2.05.       
Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee,
in writing no later than the Record Date for 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 Record Date as the Trustee may reasonably require, of the names and addresses of Holders, including
the aggregate principal amount of Notes held by each Holder.


 


Section 2.06.       
Transfer and Exchange.


 


(a)         
Where Notes 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 Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance
with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee (or the authenticating agent) shall, upon receipt of an Issuer Order, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount, at
the Registrar’s request; provided that no Note of less than $2,000 may be transferred or exchanged. No service charge
shall be made for any registration of transfer or exchange of Notes (except as otherwise expressly permitted herein), but the Issuer
may require payment of a sum sufficient to cover any agency fee or similar charge payable in connection with any such registration
of transfer or exchange of Notes (other than any agency fee or similar charge payable in connection with any redemption of the
Notes or upon exchanges pursuant to Sections 2.10, 3.08 or 9.04) or in accordance with a Change of Control Offer pursuant to Section
4.08, not involving a transfer.


 


Upon presentation for exchange or transfer
of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged
or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder
(in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Note shall be effective under
this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Furthermore,
the exchange or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer
is made by the Holder or by a duly authorized attorney-in-fact at the Corporate Trust Office of the Registrar.


 


Every Note presented or surrendered for
registration of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer, in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.


 


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


 


Neither the Issuer nor the Trustee, Registrar
or any Paying Agent shall be required (i) to issue, register the transfer of, or exchange any Note during a period beginning at
the opening of 15 days before the day of the delivery of a notice of redemption of Notes selected for redemption under Section
3.02 and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.





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(b)         
Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on
behalf of DTC, transfers of a Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance
with Section 2.01(c), Section 2.06(a) and this Section 2.06(b); provided that a beneficial interest in a Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance
with the transfer restrictions set forth in the restricted Note legend on the Note, if any.


 


(i)            
Except for transfers or exchanges made in accordance with either of clauses (ii) or (iii) of this Section 2.06(b), transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of DTC or to a successor
of DTC or such successor’s nominee.


 


(ii)           
Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global
Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note,
or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial
interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and
the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”). Upon receipt
by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited
an interest in the Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted
Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B attached hereto given by the holder
of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Global Notes and (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted
Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause
to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal
amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged
or transferred.


 


(iii)          
Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global
Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest
in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures.
Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to
be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in
the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto
given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes
that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule
144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is
relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances,
such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is
being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase
or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in
such Regulation S Global Note to be exchanged or transferred.





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(c)         
If Notes are issued upon the transfer, exchange or replacement of Notes bearing the restricted Notes legends set forth in
Exhibit A attached hereto, the Notes so issued shall bear the restricted Notes legends, and a request to remove such restricted
Notes legends from Notes shall not be honored unless there is delivered to the Issuer such satisfactory evidence, which may include
an Opinion of Counsel licensed to practice law in the State of New York, as may be reasonably required by the Issuer, that neither
the legend nor the restrictions on transfer set forth herein and therein are required to ensure that transfers thereof comply with
the provisions of Rule 144A or Rule 144 under the U.S. Securities Act. Upon provision of such satisfactory evidence, the Trustee,
at the direction of the Issuer, shall (or shall direct the authenticating agent to) authenticate and deliver Notes that do not
bear the legend.


 


(d)         
The Trustee and the Agents shall have no responsibility for any actions taken or not taken by DTC, Euroclear or Clearstream,
as the case may be.


 


(e)         
Notwithstanding anything to the contrary in this Section 2.06, the Issuer is not required to register the transfer of any
Definitive Registered Notes:


 


(i)           
for a period of 15 days prior to any date fixed for the redemption of the Notes;


 


(ii)          
for a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part;


 


(iii)         
for a period of 15 days prior to the Record Date with respect to any Interest Payment Date;


 


(iv)         
which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.


 


Section 2.07.       
Replacement Notes. If a mutilated Definitive Registered Note is surrendered to the Registrar or if the Holder claims
that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall (or shall direct the authenticating
agent to), upon receipt of an Issuer Order, authenticate a replacement Note in such form as the Note mutilated, lost, destroyed
or wrongfully taken if the Holder satisfies any other reasonable requirements of the Issuer and any requirement of the Trustee.
If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer
and the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar and any co-Registrar, and
any authenticating agent, from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge
the Holder for their expenses in replacing a Note.





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In the event any such mutilated, lost, destroyed
or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead
of issuing a new Note in replacement thereof.


 


Every replacement Note shall be an additional
obligation of the Issuer.


 


The provisions of this Section 2.07 are
exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or wrongfully taken Notes.


 


Section 2.08.       
Outstanding Notes. Notes outstanding at any time are all Notes authenticated by or on behalf of the Trustee except
for those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding.
Subject to Section 2.09, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If a Note is replaced pursuant to Section
2.07, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the Note that has been
replaced is held by a bona fide purchaser.


 


If the Paying Agent holds, in accordance
with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, interest, premium, if any, and
Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as
the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms
of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases
to accrue.


 


Section 2.09.       
Notes Held by Issuer. In determining whether the Holders of the required principal amount of Notes have concurred
in any direction or consent or any amendment, modification or other change to this Indenture, Notes owned by the Issuer or by any
of its Affiliates shall be disregarded and treated as if they were not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other
change to this Indenture, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not the Issuer or any of its
Affiliates.





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Section 2.10.       
Definitive Registered Notes.


 


(a)         
A Global Note deposited with a custodian for DTC pursuant to Section 2.01 shall be transferred in whole to the beneficial
owners thereof in the form of Definitive Registered Notes only if such transfer complies with Section 2.06 and (i) DTC notifies
the Issuer that it is unwilling or unable to continue to act as depositary for such Global Note or DTC ceases to be registered
as a clearing agency under the Exchange Act, and in each case a successor depositary is not appointed by the Issuer within 90 days
of such notice, (ii) the Issuer, at its option, executes and delivers to the Trustee an Officer’s Certificate stating that
such Global Note shall be so exchangeable or (iii) the owner of a Book-Entry Interest requests such an exchange in writing delivered
through DTC following an Event of Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance
with the provisions of Section 10.01(a).


 


(b)         
Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant
to this Section 2.10 shall be surrendered by the custodian for DTC, to the Transfer Agent, to be so transferred, in whole or from
time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations
in the form of Definitive Registered Notes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.10
shall be executed, authenticated and delivered only in registered form in minimum denominations of $2,000 and any integral multiples
of $1,000 in excess thereof and registered in such names as DTC may direct. Subject to the foregoing, a Global Note is not exchangeable
except for a Global Note of like denomination to be registered in the name of DTC or its nominee. In the event that a Global Note
becomes exchangeable for Definitive Registered Notes, payment of principal, premium, if any, and interest on the Definitive Registered
Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the
Issuer maintained for such purposes in accordance with Section 2.03. Such Definitive Registered Notes shall bear the applicable
legends set forth in Exhibit A attached hereto.


 


(c)         
In the event of the occurrence of any of the events specified in Section 2.10(a), the Issuer shall promptly make available
to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered
form without interest coupons.


 


Section 2.11.       
Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee,
in accordance with its customary procedures, and no one else shall cancel (subject to the record retention requirements of the
Exchange Act and the Trustee’s retention policy) all Notes surrendered for registration of transfer, exchange, payment or
cancellation and dispose of such cancelled Notes in its customary manner. Except as otherwise provided in this Indenture, the Issuer
may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation.





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Section 2.12.       
Defaulted Interest. Any interest on any Note that is payable, but is not punctually paid or duly provided for, on
the dates and in the manner provided in the Notes and this Indenture (all such interest herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Issuer, at its election in each case, as provided in clause (a) or (b) below:


 


(a)         
The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at
the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and
the date of the proposed payment, and at the same time the Issuer may deposit with the Paying Agent an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest; or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held for the benefit of the
Persons entitled to such Defaulted Interest as provided in this clause. In addition, the Issuer shall fix a special record date
for the payment of such Defaulted Interest, such date to be not more than 15 days and not less than 10 days prior to the proposed
payment date and not less than 15 days after the receipt by the Trustee of the notice of the proposed payment date. The Issuer
shall promptly but, in any event, not less than 15 days prior to the special record date, notify the Trustee of such special record
date and, in the name and at the expense of the Issuer, the Trustee shall cause notice of the proposed payment date of such Defaulted
Interest and the special record date therefor to be delivered first-class, postage prepaid to each Holder as such Holder’s
address appears in the Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment
date of such Defaulted Interest and the special record date therefor having been so delivered, such Defaulted Interest shall be
paid to the Persons in whose names the Notes are registered at the close of business on such special record date and shall no longer
be payable pursuant to clause (b) below.


 


(b)         
The Issuer may make payment of any Defaulted Interest on the Notes in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Issuer to the Trustee of the proposed payment date pursuant to this clause, such manner of payment
shall be deemed reasonably practicable.


 


Subject to the foregoing provisions of this
Section 2.12, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.


 


Section 2.13.       
Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


Section 2.14.       
ISIN and CUSIP Numbers. The Issuer in issuing the Notes may use ISIN and CUSIP numbers (if then generally in use),
and, if so, the Trustee shall use ISIN and CUSIP numbers, as appropriate, 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 or codes either
as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer
shall promptly notify the Trustee of any change in the ISIN or CUSIP numbers.





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Section 2.15.       
Issuance of Additional Notes. The Issuer may issue Additional Notes from time to time under this Indenture in accordance
with the procedures of Section 2.02. The Original Notes issued on the Issue Date and any Additional Notes subsequently issued shall
be treated as a single class for all purposes under this Indenture.


 


Article
Three

REDEMPTION; OFFERS TO PURCHASE


 


Section 3.01.       
Optional Redemption.


 


(a)         
Prior to the Par Call Date, the Issuer shall have the right at its option to redeem the Notes, in whole or in part, at any
time or from time to time prior to their maturity, on at least 10 days, but not more than 60 days, prior notice delivered to the
registered address of each Holder of Notes, at a Redemption Price equal to the greater of (i) 100% of the principal amount of such
Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed
to the Par Call Date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points for the Notes, plus,
in each case, accrued and unpaid interest thereon to the Redemption Date.


 


(b)         
At any time and from time to time on or after October 1, 2027 (the date that is six months prior to the maturity date of
the Notes) (the “Par Call Date”), the Issuer may redeem the Notes, in whole or in part, at a redemption price
equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the Redemption Date.


 


Section 3.02.       
Notices to Trustee. If the Issuer elects to redeem all or a portion of the Notes pursuant to Section 3.01, it shall
notify the Trustee in writing of the Redemption Date and the record date, the principal amount of Notes to be redeemed, the Redemption
Price and the paragraph of the Notes pursuant to which the redemption will occur.


 


The Issuer shall give each notice to the
Trustee provided for in this Section 3.02 in writing at least 10 days before the date notice is delivered to the Holders pursuant
to Section 3.04 unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate
from the Issuer to the effect that such redemption will comply with the conditions herein. If fewer than all the Notes are to be
redeemed, the record date relating to such redemption shall be selected by the Issuer and notified to the Trustee, which record
date shall be not less than 15 days after the date of notice to the Trustee.


 


Section 3.03.       
Selection of Notes to Be Redeemed. If fewer than all of the Notes are to be redeemed at any time, the Trustee shall
select the Notes to be redeemed by a method that complies with the requirements, as certified to it by the Issuer, of the principal
securities exchange, if any, on which the Notes are listed at such time, and in compliance with the applicable procedures of DTC;
provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed
to less than $2,000.





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The Trustee shall make the selection from
the Notes outstanding and not previously called for redemption. The Trustee may select for redemption portions equal to $1,000
in principal amount and any integral multiple thereof; provided that no Notes of $2,000 in principal amount or less may
be redeemed in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called
for redemption. The Trustee shall notify the Issuer promptly in writing of the Notes or portions of Notes to be called for redemption.


 


The Trustee shall not be liable for selections
made in accordance with the provisions of this Section 3.03 or for selections made by DTC.


 


Any redemption and notice may, in the Issuer’s
discretion, be subject to the satisfaction of one or more conditions precedent.


 


Section 3.04.       
Notice of Redemption.


 


(a)         
At least 10 days but not more than 60 days before a date for redemption of the Notes, the Issuer shall send a notice of
redemption to each Holder to be redeemed at its address contained in the Security Register, except that redemption notices may
be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes
or a satisfaction and discharge of this Indenture, and shall comply with the provisions of Section 10.01(b).


 


(b)         
The notice shall identify the Notes to be redeemed (including ISIN and CUSIP numbers) and shall state:


 


(i)           
the Redemption Date and the record date;


 


(ii)          
the appropriate calculation of the Redemption Price and the amount of accrued interest, if any, and Additional Amounts,
if any, to be paid;


 


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


 


(iv)         
that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest,
if any, and Additional Amounts, if any;


 


(v)          
that, if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or
any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note,
a new Note or Notes in principal amount equal to the unredeemed portion thereof will be reissued;


 


(vi)         
that, if any Note contains an ISIN or CUSIP number, no representation is being made as to the correctness of such ISIN or
CUSIP number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on
the other identification numbers printed on the Notes;




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(vii)        
that, unless the Issuer defaults in making such redemption payment, interest on the Notes (or portion thereof) called for
redemption shall cease to accrue on and after the Redemption Date; and


 


(viii)       
the paragraph of the Notes or section of this Indenture pursuant to which such Notes called for redemption are being redeemed.



 



At the Issuer’s written request, the
Trustee shall give a notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer
shall provide the Trustee with the notice and the other information required by this Section 3.04.


 


For Notes which are represented by global
certificates held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC for communication to entitled
account holders in substitution for the aforesaid delivery.


 


(c)          
In connection with any redemption of Notes described in this Section 3.04, any such redemption and/or notice of redemption
may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of any related
refinancing or a Change of Control. In addition, if such redemption or notice is subject to satisfaction of one or more conditions
precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as
any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the
event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date
so delayed.


 


Section 3.05.       
Deposit of Redemption Price. At least one Business Day prior to any Redemption Date, by no later than 12:00 p.m.
(New York, New York time) on that date, the Issuer shall deposit or cause to be deposited with the Paying Agent (or, if the Issuer
or any of its Affiliates is the Paying Agent, shall segregate and hold in trust) a sum in same day funds sufficient to pay the
Redemption Price of and accrued interest and Additional Amounts, if any, on all Notes to be redeemed on that date other than Notes
or portions of Notes called for redemption that have previously been delivered by the Issuer to the Trustee for cancellation. The
Paying Agent shall return to the Issuer following a written request by the Issuer any money so deposited that is not required for
that purpose.


 


Section 3.06.       
[Reserved].


 


Section 3.07.       
Payment of Notes Called for Redemption. If notice of redemption has been given in the manner provided below, the
Notes or portion of Notes called for redemption specified in such notice to be redeemed shall become due and payable on the Redemption
Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date
(unless the Issuer shall default in the payment of such Notes at the Redemption Price and accrued interest to the Redemption Date,
in which case the principal, until paid, shall bear interest from the Redemption Date at the rate prescribed in the Notes) such
Notes shall cease to accrue interest. Upon surrender of any Note for redemption in accordance with a notice of redemption, such
Note shall be paid and redeemed by the Issuer at the Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders registered as such at the close of business on the relevant Record Date.





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Notice of redemption shall be deemed to
be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect
therein, shall not affect the validity of the proceedings for the redemption of Notes held by Holders to whom such notice was properly
given.


 


Section 3.08.       
Notes Redeemed in Part.


 


(a)         
Upon surrender of a Global Note that is redeemed in part, the Paying Agent shall forward such Global Note to the Registrar
who shall make a notation on the Security Register to reduce the principal amount of such Global Note to an amount equal to the
unredeemed portion of the Global Note surrendered; provided that each such Global Note shall be in a principal amount at
final Stated Maturity of $2,000 or an integral multiple of $1,000 in excess thereof.


 


(b)         
Upon surrender and cancellation of a Definitive Registered Note that is redeemed in part, the Issuer shall execute and the
Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed
portion of the Note surrendered and canceled; provided that each such Definitive Registered Note shall be in a principal
amount at final Stated Maturity of $2,000 or an integral multiple of $1,000 in excess thereof.


 


Section 3.09.       
Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at
any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice
shall be irrevocable and given in accordance with the procedures set forth under Section 3.04), at a Redemption Price equal to
100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption
(a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption
Date as a result of the redemption or otherwise (subject to the right of Holders of Notes on the relevant Record Date to receive
interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on
which any amount would be payable in respect of the Notes, the Issuer is or would be required to pay Additional Amounts, and the
Issuer cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt,
appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer), and the requirement arises
as a result of:


 


(a)         
any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction
which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax
Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or





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(b)         
any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or
rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice),
which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax
Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the
foregoing clauses (a) and (b), a “Change in Tax Law”).


 


The Issuer shall not give any such notice
of redemption earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment or Additional
Amounts if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional
Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer
shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant
Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax
Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption
of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid
its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it.


 


The Trustee will accept and shall be entitled
to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of
the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 


The foregoing provisions of this Section
3.09 will apply, mutatis mutandis, to any successor of the Issuer with respect to a Change in Tax Law occurring after the
time such Person becomes successor to the Issuer.


 


Article
Four

COVENANTS


 


Section 4.01.       
Payment of Notes. The Issuer covenants and agrees for the benefit of the Holders that it shall duly and punctually
pay the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes on the dates and in the manner provided
in the Notes and in this Indenture. Subject to Section 2.04, principal, premium, if any, interest and Additional Amounts, if any,
shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the Issuer or any of its Affiliates)
holds, as of 10:00 a.m. (New York, New York time) on the due date, in accordance with this Indenture, money sufficient to pay all
principal, premium, if any, interest and Additional Amounts, if any, then due. If the Issuer or any of its Affiliates acts as Paying
Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the due date if the entity
acting as Paying Agent complies with Section 2.04.


 


The Issuer shall pay interest on overdue
principal at the rate specified therefor in the Notes (the “Overdue Rate”) in excess of the interest rate applicable
to such Notes and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.





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Section 4.02.       
[Reserved].


 


Section 4.03.       
Maintenance of Properties. The Issuer shall cause all properties owned by the Issuer or any Restricted Subsidiary
or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the
business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing
in this Section 4.03 shall prevent the Issuer or any Restricted Subsidiary from discontinuing the maintenance of any such properties
if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of the business of the Issuer or the business
of any Restricted Subsidiary.


 


Section 4.04.       
[Reserved].


 


Section 4.05.       
Statement as to Compliance.


 


(a)         
The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year or within 14 days of written
request by the Trustee, an Officer’s Certificate stating that in the course of the performance by the signer of its duties
as an Officer of the Issuer he would normally have knowledge of any Default and whether or not the signer knows of any Default
that occurred during such period and, if any, specifying such Default, its status and what action the Issuer is taking or proposed
to take with respect thereto. For purposes of this Section 4.05(a), such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.


 


(b)         
If the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder
seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly,
and in any event within 30 days, deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action
(including any action the Issuer is taking or propose to take in respect thereof).


 


Section 4.06.       
Limitation on Liens.


 


(a)         
The Issuer covenants and agrees that it will not, and will not permit any Restricted Subsidiary to incur, assume or suffer
to exist any indebtedness for money borrowed secured by any mortgage, security interest, pledge or lien (“Lien”)
upon any Principal Property, whether owned at the date the Notes are issued or thereafter acquired, without providing that the
Notes shall be secured by such Lien equally and ratably with any and all other indebtedness thereby secured, so long as such indebtedness
shall be so secured, unless after giving effect thereto, the aggregate amount of all such indebtedness for money borrowed secured
by Liens on Principal Properties plus all Attributable Debt of the Issuer and its Restricted Subsidiaries in respect of sale and
leaseback transactions (as defined in Section 4.07) involving Principal Properties (other than sale and leaseback transactions
permitted by clause (a)(i) of Section 4.07 in reliance upon one of the exclusions set forth in paragraphs (i) through (vi) below
and clause (a)(ii) of Section 4.07) would not exceed 10% of Consolidated Net Tangible Assets; provided, however,
that this Section 4.06 shall not apply to, and there shall be excluded from indebtedness for money borrowed secured by Liens on
Principal Properties in any computation under this Section 4.06, indebtedness for money borrowed secured by:





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(i)           
Liens existing on the date the Notes are issued (including as a result of an adjustment under the applicable collateral
cap in the Secured Notes Indenture (pursuant to the terms of Section 4.13 of the Secured Notes Indenture as in effect on the Issue
Date) so long as no additional Liens are granted with respect to the Existing Pari Passu Notes in connection therewith);


 


(ii)          
Liens on any real or personal property of any Person existing at the time such Person became a Restricted Subsidiary and
not incurred in contemplation of such Person becoming a Restricted Subsidiary;


 


(iii)         
Liens in favor of the Issuer or any Restricted Subsidiary;


 


(iv)         
Liens existing on any real or personal property at the time it is acquired by the Issuer or a Restricted Subsidiary or created
within 18 months of the date of such acquisition, conditional sale and similar agreements;


 


(v)          
purchase money Liens to secure the purchase price or construction cost of property incurred prior to, at the time of or
within 18 months after the acquisition, the completion of the construction or the commencement of full operations of the property;
and


 


(vi)         
any extension, renewal or refunding (or successive extensions, renewals or refundings) of any Lien referred to in the foregoing
clauses (i) to (v) inclusive; provided the principal amount of such extension, renewal or refunding may not exceed the principal
amount of the Lien being extended, renewed or refunded plus the amount of any premium or other costs paid in connection with such
extension, renewal or refunding.


 


Section 4.07.       
Limitation on Sales and Leasebacks.


 


(a)         
Except for a sale or transfer between a Restricted Subsidiary and the Issuer or between Restricted Subsidiaries, the Issuer
covenants and agrees that it will not and will not permit any Restricted Subsidiary to sell or transfer any Principal Property,
with the intention that the Issuer or any Restricted Subsidiary take back a lease thereof, except a lease for a period, including
renewals, of less than three years, by the end of which period it is intended that the use of such Principal Property by the lessee
will be discontinued (any such transaction being herein referred to as a “sale and leaseback transaction”) unless
either:


 


(i)           
the Issuer or such Restricted Subsidiary could incur a Lien pursuant to Section 4.06 on the Principal Property securing
indebtedness for money borrowed in a principal amount equal to the Attributable Debt with respect to the sale and leaseback transaction
without equally and ratably securing the Notes; or





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(ii)          
(A) the gross proceeds of the sale or transfer of the Principal Property leased equals or exceeds the Fair Market Value
of such Principal Property and (B) within one year after such sale or transfer of such Principal Property shall have been made
by the Issuer or by a Restricted Subsidiary, the Issuer applies all of the net proceeds to (1) the voluntary retirement of Funded
Debt of the Issuer or any Restricted Subsidiary or (2) the acquisition by the Issuer or a Restricted Subsidiary of one or more
properties which on an aggregate basis have a purchase price in excess of 5% of Consolidated Net Tangible Assets (other than the
Principal Property involved in such sale). A sale and leaseback transaction shall not include any sale and leaseback transactions
(x) between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries or (y) involving the temporary taking back
of a lease for a period, including renewals, of less than three years in the case where it is intended that at the end of the lease,
the use of such property by the Issuer or such Restricted Subsidiary will be discontinued.


 


Section 4.08.       
Purchase of Notes upon a Change of Control.


 


(a)         
If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer has exercised its right to redeem
the Notes under Section 3.01, each Holder of Notes will have the right to require the Issuer to, pursuant to a Change of Control
Offer, repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes
at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date). No purchase in part shall reduce the principal amount at maturity of the Notes held by any Holder to below
$2,000.


 


(b)         
Within 30 days following any Change of Control Triggering Event, the Issuer shall deliver a notice (the “Change
of Control Offer”) to each Holder of Notes at such Holder’s registered address, with a copy to the Trustee, stating:


 


(i)           
that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to purchase
such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the
relevant Interest Payment Date) (the “Change of Control Payment”);


 


(ii)          
the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered)
(the “Change of Control Payment Date”);


 


(iii)         
that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes properly tendered pursuant
to the Change of Control Offer will be accepted for payment on the Change of Control Payment Date;


 


(iv)         
the Change of Control Payment;





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(v)          
the names and addresses of the Paying Agent and the offices or agencies referred to in Section 2.03;


 


(vi)         
that Notes must be surrendered on or prior to the Change of Control Payment Date to the Paying Agent at the office of the
Paying Agent or to an office or agency referred to in Section 2.03 to collect payment;


 


(vii)        
 that the Change of Control Payment for any Note which has been properly tendered and not withdrawn will be paid promptly
following the Change of Control Payment Date;


 


(viii)       
other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the Change
of Control Offer;


 


(ix)         
that any Note not tendered will continue to accrue interest; and


 


(x)          
that, unless the Issuer defaults in the payment of the Change of Control Payment, any Notes accepted for payment pursuant
to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date.


 


In the case of a Change of Control
Offer that is notified in accordance with the foregoing prior to a Change of Control Triggering Event, the Change of Control Offer
may be conditioned on the occurrence of the Change of Control Triggering Event, if a definitive agreement is in place for the Change
of Control at the time of making of the Change of Control Offer.


 


(c)          
Upon receipt by the Issuer of the proper tender of Notes, the Holder of the Note in respect of which such proper tender
was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control
Payment with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, the
Holder of such Note shall be paid by the Issuer on the Change of Control Payment Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable to the Holders
of such Notes, registered as such on the relevant Record Dates according to the terms and the provisions of Section 4.01. If any
Note tendered for purchase in accordance with the provisions of this Section 4.08 shall not be so paid upon surrender thereof,
the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Payment Date at
the rate prescribed therefor in such Note. Holders electing to have Notes purchased will be required to surrender such Notes to
the Paying Agent at the address specified in the Change of Control Offer at least one Business Day prior to the Change of Control
Payment Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying
Agent (with, if the Issuer, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Issuer and the Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such
Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Note without service charge, one or more new Notes, of any authorized denomination as requested by such Holder,
in an aggregate principal amount equal to and in exchange for, the portion of the principal amount of the Note so surrendered that
is not purchased.





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(d)         
On the Change of Control Payment Date, the Issuer will, to the extent lawful, (i) accept for payment all of the Notes or
portions of the Notes (in integral multiples of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant
to the Change of Control Offer, (ii) deposit with the Paying Agent an amount of money in same day funds sufficient to pay the aggregate
Change of Control Payment in respect of all of the Notes or portions of the Notes (in integral multiples of $2,000 and integral
multiples of $1,000 in excess thereof) which have been so tendered and (iii) deliver or cause to be delivered to the Trustee the
Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of the Notes or portions
thereof accepted for payment by the Issuer. The Paying Agent shall promptly deliver to each Holder of the Notes so tendered the
Change of Control Payment for such Notes, and the Issuer shall execute and the Trustee shall promptly authenticate and deliver
(or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the
Note surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples
of $1,000 in excess thereof. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Issuer’s
expense to the Holder thereof. The Issuer will publicly announce the results of the Change of Control Offer on the Change of Control
Payment Date.


 


(e)         
A tender made in response to a Change of Control Offer may be withdrawn if the Issuer receives, not later than the expiration
date for the Change of Control Offer, or if there is no such expiration date, one Business Day prior to the Change of Control Payment
Date, a written notice of withdrawal, specifying, as applicable:


 


(i)           
the name of the Holder;


 


(ii)          
the certificate number of the Note in respect of which such notice of withdrawal is being submitted;


 


(iii)         
the principal amount of the Note (which shall be $2,000 and integral multiples of $1,000 in excess thereof) delivered for
purchase by the Holder as to which such notice of withdrawal is being submitted;


 


(iv)         
a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased; and


 


(v)          
the principal amount, if any, of such Note (which shall be $2,000 and integral multiples of $1,000 in excess thereof) that
remains subject to the original Change of Control Offer and that has been or will be delivered for purchase by the Issuer.


 


(f)         
Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuer any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Payment; provided,
however, that, (x) to the extent that the aggregate amount of cash deposited by the Issuer pursuant to clause (ii) of paragraph
(d) above exceeds the aggregate Change of Control Payment of the Notes or portions thereof to be purchased, then the Trustee shall
hold such excess for the Issuer and (y) unless otherwise directed by the Issuer in writing, promptly after the Business Day following
the Change of Control Payment Date the Trustee shall return any such excess to the Issuer together with interest, if any, thereon.





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(g)         
If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any
accrued and unpaid interest, if any, will be paid to the person in whose name a Note is registered at the close of business on
such Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.


 


(h)         
The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
(and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in
connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities
laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply
with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture
by virtue of such compliance.


 


(i)          
The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not
withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of paragraph
(f) of the Notes, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to
the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation
of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer
is made.


 


(j)          
The provisions of this Section 4.08 relating to the Issuer’s obligation to make an offer to repurchase the Notes as
a result of a Change of Control Triggering Event may be waived or modified with the consent of Holders of a majority in principal
amount of the Notes prior to the occurrence of the Change of Control.


 


Section 4.09.       
Additional Amounts.


 


(a)         
All payments made by or on behalf of the Issuer (including any successor entity) under or with respect to the Notes shall
be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding
or deduction of such Taxes is then required by law. If the Issuer or any other applicable withholding agent is required by law
to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other
than the United States) in which the Issuer is or was incorporated, engaged in business, organized or resident for tax purposes
or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf
of the Issuer (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein
(each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes, including,
without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer shall pay such additional
amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in
respect of such payments by each beneficial owner of the Notes after such withholding or deduction will equal the respective amounts
that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided,
however, that no Additional Amounts shall be payable with respect to:





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(i)           
any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes
(or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder,
if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been
a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present
in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection
with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of
the Notes, the exercise or enforcement of rights under such Note or this Indenture, or the receipt of payments in respect of such
Note;


 


(ii)          
any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation
is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent
that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 


(iii)         
any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(iv)         
any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes;


 


(v)          
any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial
owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any
such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting
requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition
to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without
limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only
to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation;


 


(vi)         
any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment)
by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the
relevant Note to, or otherwise accepting payment from, another Paying Agent;





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(vii)        
any Taxes imposed on or with respect to any payment by the Issuer to the holder of the Notes if such holder is a fiduciary
or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have
been imposed on such payments had such holder been the sole beneficial owner of such Note;


 


(viii)       
any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Code or any amended or successor version
that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official
interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related
law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section
1471(b)(1) of the Code (or any amended or successor version described above); or


 


(ix)         
any combination of clauses (i) through (viii) above.


 


In addition to the foregoing, the Issuer
shall also pay and indemnify the holder for any present or future stamp, issue, registration, value added, court or documentary
Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related
thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture
or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes
(limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction
that are not excluded under clauses (i) through (iii) or (v) through (ix) above or any combination thereof).


 


(b)         
If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with
respect to the Notes, the Issuer shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment
(unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer
shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable
and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably
necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide
the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of such Additional Amounts. The Trustee
shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary.


 


(c)         
The Issuer, if it is the applicable withholding agent, shall make all withholdings and deductions (within the time period)
required by law and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable
law. The Issuer shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes
so deducted or withheld. The Issuer shall furnish to the Trustee (or to a Holder of the Notes upon request), within 60 days after
the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer,
or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by
such entity.





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(d)         
Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal
amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such
mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.


 


(e)         
This Section 4.09 shall survive any termination, defeasance or discharge of this Indenture, any transfer by a holder or
beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the
Issuer is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which
payment is made under or with respect to the Notes by or on behalf of such Person and, in each case, any political subdivision
thereof or therein.


 


Section 4.10.       
Reports to Holders.


 


(a)         
The Issuer shall file with the Trustee, within 15 days after it has filed the same with the Commission, 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 Commission
may from time to time by rules and regulations prescribe) which it may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Exchange Act; provided that the Issuer will be deemed to have filed copies of any such annual
reports, documents or other reports with the Trustee to the extent that such annual reports, documents or other reports are filed
with the Commission via EDGAR (or any successor electronic delivery procedure).


 


(b)         
If the Issuer is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it will, upon request,
furnish to any prospective purchaser of the Notes or beneficial owner of the Notes in connection with any sale thereof the information
required by Rule 144A(d)(4) under the U.S. Securities Act so long as any notes remain outstanding and constitute “restricted
securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act.


 


(c)         
Delivery of reports, information and documents to the Trustee is for informational purposes only, and its receipt of such
reports, information and documents shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Issuer’s or any other Person’s compliance with any of its covenants
under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates
delivered pursuant to this Indenture). The Trustee shall have no liability or responsibility for the content, filing or timeliness
of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder. For the
avoidance of doubt, the Trustee shall not have any duty to monitor, determine or inquire as to compliance or performance by the
Issuer of its obligations under this Section 4.10 and the Trustee shall not be responsible or liable for the Issuer’s nonperformance
or non-compliance with such obligations.





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Article
Five

CONSOLIDATION, MERGER OR SALE OF ASSETS


 


Section 5.01.       
Merger, Consolidation or Sale of Assets.


 


(a)         
The Issuer may consolidate with or merge with or into, or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and may permit any Person to consolidate with or merge with or into, or convey, transfer or lease
its properties and assets substantially as an entirety, provided that (1) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Issuer as a result thereof as having been incurred by the Issuer at
the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing and (2) either the Issuer shall be the continuing corporation, or the
successor Person (if other than the Issuer) shall be a corporation, trust or partnership organized under the laws of the United
States, any state thereof, the District of Columbia, the Republic of Liberia or any country recognized by the United States and
such successor Person shall expressly assume the due and punctual payment of the principal of and any premium and interest (including
all Additional Amounts, if any, payable pursuant to Section 4.09) on all of the Notes, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer by supplemental
indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such Person.


 


Section 5.02.       
Rights and Duties of Successor Corporation.


 


In case of any such consolidation, merger,
transfer, lease or conveyance and upon any such assumption by the successor Person, such successor Person shall succeed to and
be substituted for the Issuer, with the same effect as if it had been named herein as the party of the first part, and the predecessor
Person, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Notes. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes
issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor Person, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by
an officer of the Issuer to the Trustee for authentication, and any Notes which such successor Person thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as
though all of such Notes had been issued at the date of the execution hereof.


 


Section 5.03.       
Officer’s Certificate and Opinion of Counsel.


 


Any consolidation, merger, conveyance, transfer
or lease permitted under Section 5.01 is also subject to the condition that the Trustee receive an Officer’s Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger, conveyance, transfer or lease and the assumption by
any successor Person, complies with the provisions of this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.





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Article
Six

EVENTS OF DEFAULT


 


Section 6.01.       
Events of Default.


 


(a)         
Each of the following shall constitute an “Event of Default” with respect to the Notes:


 


(i)           
default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes;


 


(ii)          
default in the payment of the principal or any premium, if any, on any Notes when due (whether at stated maturity, upon
redemption or otherwise);


 


(iii)         
default in the performance or breach of any covenant or warranty of the Issuer in this Indenture (other than any such default
or breach of a covenant or warranty which is specifically dealt with in clause (i) or (ii) above), and continuance of such default
or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or
to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Notes then outstanding 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;


 


(iv)         
failure to pay when due any payment of principal or interest on, or the acceleration of, indebtedness for money borrowed
by the Issuer that exceeds $100 million in the aggregate under any mortgages, indentures (including this Indenture) or instruments
under which the Issuer may have issued, or which there may have been secured or evidenced, any indebtedness for money borrowed
by the Issuer, if such indebtedness is not discharged or such acceleration is not annulled within 30 days after there has been
given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least
25% in principal amount of the Notes, a written notice specifying such default and stating that such notice is a “Notice
of Default” hereunder;


 


(v)          
 the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Issuer in
an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Issuer under any applicable law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; and





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(vi)         
the commencement by the Issuer of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Issuer in furtherance of any such action.


 


Section 6.02.       
Acceleration.


 


(a)         
If an Event of Default with respect to the Notes occurs and is continuing, then the Trustee or the Holders of not less than
25% in principal amount of the Notes then outstanding may declare the principal amount of all of the Notes to be immediately due
and payable by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.


 


At any time after such a declaration of
acceleration 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 Notes, by written notice to the Issuer and the Trustee,
may rescind and annul such declaration and its consequences if:


 


(i)           
the Issuer has paid or deposited with the Trustee a sum sufficient to pay;


 


(A)          
all overdue interest on all Notes,


 


(B)           
the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration
and any interest thereon at the rate or rates prescribed therefor in the Notes,


 


(C)           
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in the Notes, and


 


(D)           
all amounts owing the Trustee pursuant to Section 7.05; and





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(ii)          
all Events of Default with respect to the Notes, other than the non-payment of the principal and premium, if any, of Notes
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.02.


 


(b)         
No such rescission shall affect any subsequent default or impair any right consequent thereon. 


 


Section 6.03.       
Other Remedies. If an Event of Default occurs and is continuing, the Trustee may (but shall not be obligated to)
in its discretion proceed to protect and enforce its rights and the rights of the Holders 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.


 


All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee, without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name
and 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 in respect
of which such judgment has been recovered.


 


Section 6.04.       
Waiver of Past Defaults.


 


(a)         
The Holders of not less than a majority in principal amount of the Notes may, by written notice to the Trustee, on behalf
of the Holders of the Notes waive any past default hereunder with respect to such Notes and its consequences, except a default:


 


(i)            
in the payment of the principal of or any premium or interest on the Notes, or


 


(ii)          
in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent
of the Holder of each Note affected.


 


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.


 


Section 6.05.       
Control by Majority. The Holders of a majority in aggregate principal amount of the Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee under this Indenture; provided that:


 


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





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


 


Section 6.06.       
Limitation on Suits. No Holder of any Note 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 Notes;


 


(b)         
the Holders of not less than 25% in principal amount of the outstanding Notes 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 reasonable indemnity against the costs, expenses and liabilities to be
incurred 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 Notes.


 


Section 6.07.       
Unconditional Right of Holders to Bring Suit for Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Holder to bring suit for the enforcement of payment of principal, premium, if any, Additional Amounts,
if any, and interest, if any, on the Notes held by such Holder, on or after the respective due dates expressed in the Notes shall
not be impaired or affected without the consent of such Holder.


 


Section 6.08.       
Collection Suit by Trustee. The Issuer covenants that if default is made in the payment of:


 


(a)         
any installment of interest on any Note when such interest becomes due and payable and such default continues for a period
of 30 days, or


 


(b)         
the principal of (or premium, if any, on) any Note at the Stated Maturity thereof, the Issuer shall, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable on the Notes for
principal (and premium, if any), Additional Amounts, if any and interest, and interest on any overdue principal (and premium, if
any) and Additional Amounts, if any and, to the extent that payment of such interest shall be legally enforceable, upon any overdue
installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to
cover the amounts provided for in Section 7.05 and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.





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If the Issuer fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name 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 Issuer or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated.


 


Section 6.09.       
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.05) and the Holders
allowed in any judicial proceedings relative to the Issuer, its creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders at their direction in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel,
and any other amounts due the Trustee under Section 7.05. To the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.05 hereof out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall
be paid out of, any and all distributions, dividends, money securities and other properties which the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 


Nothing herein contained shall be deemed
to empower 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 Notes 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 6.10.       
Application of Money Collected. Subject to Section 6.10(b), if the Trustee collects any money or property pursuant
to this Article Six, it shall pay out the money or property in the following order:


 


FIRST: to the Trustee and any Agent for
amounts due under Section 7.05;


 


SECOND: to the Holders for amounts due and
unpaid on the Notes for principal of, premium, if any, interest (with interest (to the extent that such interest has been collected
by the Trustee and is permitted by applicable law) upon the overdue installments of interest and overdue principal at the Overdue
Rate) applicable to the Notes, if any, and Additional Amounts, if any, ratably, without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal, premium, if any, interest, if any, and Additional Amounts, if any, respectively;
and





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THIRD: to the Issuer or any other obligors
of the Notes, as their interests may appear, or as a court of competent jurisdiction may direct.


 


The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section 6.10. At least 30 days before such record date, the Issuer shall deliver
to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. This Section 6.10
is subject at all times to the provisions set forth in Section 10.02.


 


Section 6.11.       
Undertaking for Costs. A court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party
litigant in the suit of an undertaking to pay the costs of such suit, and 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 the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by Holders
of more than 10% in aggregate principal amount of the outstanding Notes or to any suit by any Holder pursuant to Section 6.07.


 


Section 6.12.       
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 Issuer, 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 6.13.       
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07, 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 of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 6.14.       
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note 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 Six 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 6.15.       
Record Date. The Issuer may set a record date for purposes of determining the identity of Holders entitled to vote
or to consent to any action by vote or consent authorized or permitted by Sections 6.04 and 6.05. Unless this Indenture provides
otherwise, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished to the Trustee pursuant to Section 2.05 prior to such solicitation.





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Section 6.16.       
Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture;
and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer
and permit the execution of every such power as though no such law had been enacted.


 


Article
Seven

TRUSTEE


 


Section 7.01.       
Duties of Trustee.


 


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


 


(b)         
Subject to the provisions of Section 7.01(a), the Trustee (i) undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and (ii) shall not have any duties or responsibilities except those expressly set forth in this Indenture.


 


(c)          
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture.


 


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


 


(i)           
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee unless
it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and


 


(ii)          
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction from the Issuer or the Holders, including, without limitation, any direction received by it pursuant to Section 6.02
or Section 6.05.





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(e)         
The Trustee and any Paying Agent shall not be liable for interest on any money received by it except as the Trustee and
any Paying Agent may agree in writing with the Issuer. Money held by the Trustee or the Principal Paying Agent need not be segregated
from other funds except to the extent required by law.


 


(f)          
No provision of this Indenture shall require the Trustee, each Agent, or the Principal Paying Agent to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have grounds to believe that repayment of such funds or adequate indemnity against such risk
or liability is not assured to it.


 


(g)         
Any provisions hereof relating to the conduct or affecting the liability of or affording protection to the Trustee or each
Agent, as the case may be, shall be subject to the provisions of this Article Seven.


 


Section 7.02.       
Certain Rights of Trustee.


 


(a)         
Following the occurrence of a Default or an Event of Default, the Trustee is entitled to require all Agents to act under
its direction;


 


(b)         
The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written
notice of such Default or Event of Default from the Issuer or any Holder is received by a Responsible Officer of the Trustee, at
the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. In the absence of receipt of
such notice, the Trustee may each conclusively assume that there is no Default or Event of Default;


 


(c)         
The Trustee may rely conclusively, and shall be protected in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper person;


 


(d)         
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel
or both, which shall conform to Section 10.02. 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 and such Officer’s Certificate or Opinion of
Counsel will be equal to complete authorization;


 


(e)         
The Trustee may execute any of the trusts or powers hereunder either directly or by or through its attorneys, custodians,
nominees and agents and shall not be responsible for the misconduct or negligence or for the supervision, of any attorney, custodian,
nominee or agent appointed with due care by it hereunder;


 


(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, unless such Holders shall have offered to the Trustee security and/or indemnity (including
by way of prefunding) satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by the Trustee
in compliance with such request or direction;





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(g)         
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will
be sufficient if signed by an Officer of such Issuer;


 


(h)         
The Trustee (or any of its officers, directors, employees or agents) shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within its rights or powers;


 


(i)          
Whenever, in the administration of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate and such matter be deemed to
be conclusively proved and established by an Officer’s Certificate, and such Officer’s Certificate shall be full warrant
to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the reliance thereof;


 


(j)          
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 (but shall have no obligation) may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Issuer personally or by agent or attorney;


 


(k)         
The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise
of its powers under this Indenture;


 


(l)          
In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders,
each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions
of this Indenture, the Trustee shall not be obligated to act upon any such directions unless and until it receives a joint instruction
from such directing parties or an instruction from one party with the consent of the other;


 


(m)        
The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation
or duty to do so;


 


(n)         
Delivery of reports, information and documents to the Trustee under Section 4.10 is for informational purposes only and
the Trustee’s receipt of the foregoing will not constitute actual or constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s or any of its Restricted Subsidiary’s compliance
with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates);





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(o)         
The Trustee shall not be liable for interest on, or to invest, any money received by it except as the Trustee may agree
in writing with the Issuer;


 


(p)         
The rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture, including, without
limitation, its rights to be indemnified and compensated, are extended to, and will be enforceable by, the Trustee in its capacity
hereunder, by the Registrar, the Agents, and each agent, custodian and other Person employed to act hereunder;


 


(q)         
The Trustee may consult with counsel or other professional advisors and the advice of such counsel or professional advisor
or any Opinion of Counsel will, subject to Section 7.01(c), be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(r)          
The Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer and/or its Restricted Subsidiaries
in Article Four hereof;


 


(s)          
The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible
or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum
denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption,
purchase or repurchase, as applicable, of any interest in any Notes, but may at its sole discretion, choose to do so;


 


(t)          
The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation,
any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism;
wars and other military disturbances; sabotage; epidemics or other public health crises; 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 or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified
above.


 


(u)         
The Trustee shall not under any circumstance be liable for any indirect or consequential loss, special or punitive damages
(including loss of business, goodwill or reputation, opportunity or profit of any kind) of the Issuer or any Restricted Subsidiary
even if advised of it in advance and even if foreseeable.


 


(v)         
The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of the individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate
may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.


 


(w)        
The Trustee shall not be liable to any person if prevented or delayed in performing any of its obligations or discretionary
functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority
or by any circumstances beyond its control.





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(x)          
No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary
to applicable law or regulation.


 


(y)         
The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would,
in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent
applicable, the State of New York and may without liability (other than in respect of actions constituting willful misconduct or
gross negligence) do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


(z)          
The Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations
contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event
which would require repayment of the Notes has occurred.


 


(aa)        
The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer 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 Issuer whenever
a person is to be added or deleted from the listing. If the Issuer 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 Issuer 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 Issuer shall
be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer 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 Issuer. 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 Issuer 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 Issuer; (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.





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(bb)       
In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable AML Laws”),
the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a
business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from
time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to
comply with Applicable AML Laws.


 


Section 7.03.       
Individual Rights of Trustee. The Trustee, any Transfer Agent, any Paying Agent, any Registrar or any other agent
of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of the Notes and, may
otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Transfer Agent, Registrar
or such other agent. The Trustee may accept deposits from, lend money to, and generally engage in any kind of banking, trust or
other business with the Issuer or any of its Affiliates or Subsidiaries as if it were not performing the duties specified herein,
and may accept fees and other consideration from the Issuer for services in connection with this Indenture and otherwise without
having to account for the same to the Trustee or to the Holders from time to time. If the Trustee has or shall acquire a conflicting
interest within the meaning of the TIA, the Trustee shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of this Indenture.


 


Section 7.04.       
Disclaimer of Trustee . The recitals contained herein and in the Notes, except for the Trustee’s certificates
of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Notes. The Trustee shall not be
accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s
direction under any provision of this Indenture nor shall it be responsible for the use or application of any money received by
any Paying Agent other than the Trustee and it will not be responsible for any statement or recital herein or any statement on
the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee’s
certificate of authentication.


 


Section 7.05.       
Compensation and Indemnity. The Issuer shall pay to the Trustee such compensation as shall be agreed in writing for
its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall pay or reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances
incurred or made by the Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith
including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation,
disbursements, charges, advances and expenses of the Trustee’s agents and counsel and of all persons not regularly in its
employ.





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The Issuer shall indemnify, defend and hold
harmless the Trustee and its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee
for any and all claims, obligations, losses, liabilities, expenses (including attorneys’ fees and expenses), damages, injuries
(to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments of whatever kind
or nature regardless of their merit, demanded, asserted, claimed or incurred by or against the Trustee directly or indirectly relating
to, or arising from, claims against the Trustee by reason of its participation in the transactions contemplated hereby, including
without limitation, the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.05) and all
reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and
consultants’ fees and expenses and court costs, except to the extent caused by the Trustee gross negligence or willful misconduct.
The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall, at the sole discretion of the Trustee,
defend the claim and the Trustee may cooperate and may participate at the Issuer’s expense in such defense. Alternatively,
the Trustee may at its option have separate counsel of its own choosing and the Issuer shall pay the fees and expenses of such
counsel. The Issuer need not pay for any settlement made without its consent, which consent may not be unreasonably withheld or
delayed. The Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee’s own willful misconduct or gross negligence conclusively determined by a court of competent jurisdiction
not subject to appeal.


 


To secure the Issuer’s payment obligations
in this Section 7.05, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee,
in its capacity as Trustee. Such Lien shall survive the satisfaction and discharge of all Notes under this Indenture.


 


When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(a)(ix) with respect to the Issuer or any Restricted Subsidiary, the expenses
are intended to constitute expenses of administration under Bankruptcy Law.


 


The Issuer’s obligations under this
Section 7.05 and any claim or Lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction
and discharge of the Issuer’s obligations pursuant to Article Eight and any rejection or termination under any Bankruptcy
Law, and the termination of this Indenture.


 


Section 7.06.       
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.06.


 


The Trustee may resign at any time by giving
written notice to the Issuer and the Holders. The Holders of a majority in outstanding principal amount of the outstanding Notes
may remove the Trustee by so notifying the Trustee and the Issuer. The Issuer shall remove the Trustee if:


 


(a)          
the Trustee fails to comply with Section 7.08;


 


(b)          
the Trustee is adjudged bankrupt or insolvent;


 


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


 


(d)          
the Trustee otherwise becomes incapable of acting.





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If the Trustee resigns or is removed, or
if a vacancy exists in the office of Trustee for any reason, the Issuer 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 outstanding Notes may appoint
a successor Trustee to replace the successor Trustee appointed by the Issuer.


 


If the successor Trustee does not deliver
its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Notes
may, at the expense of the Issuer, 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, as the case may be, and to the Issuer. Thereupon the resignation or removal
of the retiring Trustee shall become effective, the retiring Trustee shall be released from its obligations hereunder, and the
successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall
deliver a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all
property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.05.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 30%
in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Issuer. Without prejudice to the right of the Issuer to appoint a successor Trustee in accordance
with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which
a successor Trustee takes office.


 


If the Trustee fails to comply with Section
7.08, any Holder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement of the Trustee
pursuant to this Section 7.06, the Issuer’s obligations under Section 7.05 shall continue for the benefit of the retiring
Trustee.


 


Section 7.07.       
Successor Trustee by Merger. Any corporation into which the Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder; provided such corporation shall be otherwise qualified and eligible under this Article Seven,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes. In case at that time any of the Notes shall not have been authenticated,
any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate
of authentication of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.





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Section 7.08.       
Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power and which is generally recognized as a corporation which customarily performs such corporate trustee roles
and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the
Offering Memorandum. The Trustee shall have a combined capital and surplus of at least $50,000,000, as set forth in its most recent
published annual report of condition.


 


Section 7.09.       
Appointment of Co-Trustee.


 


(a)          
It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting
the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in
case of litigation under this Indenture, and in particular in case of the enforcement thereof on Default, or in the case the Trustee
deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
herein granted to the Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable
or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or institution as a separate or
co-trustee. The following provisions of this Section 7.09 are adopted to these ends.


 


(b)         
In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every
remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and Lien expressed or intended by this
Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such
separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and
remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights
and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and
be enforceable by either of them.


 


(c)          
Should any instrument in writing from the Issuer be required by the separate or co-trustee so appointed by the Trustee for
more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations,
any and all such instruments in writing shall to the extent permitted by the laws of the State of New York and the jurisdictions
of organization of the Issuer, on request, be executed, acknowledged and delivered by the Issuer; provided that if an Event
of Default shall have occurred and be continuing, if the Issuer do not execute any such instrument within 15 days after request
therefor, the Trustee shall be empowered as an attorney-in-fact for the Issuer to execute any such instrument in the Issuer’s
name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be
removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate
or co-trustee.





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(d)         
Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:


 


(i)           
all rights and powers, conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or
performed by such separate trustee or co-trustee; and


 


(ii)          
no trustee hereunder shall be liable by reason of any act or omission of any other trustee hereunder.


 


(e)         
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Indenture and the conditions of this Article Seven.


 


(f)          
Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successors trustee.


 


Section 7.10.       
Resignation of Agents.


 


(a)         
Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible
for any costs associated therewith by giving to the Issuer and the Trustee and (except in the case of resignation of the Principal
Paying Agent) the Principal Paying Agent 30 days’ written notice to that effect (waivable by the Issuer and the Trustee);
provided that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new
Principal Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the
powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of
resignation from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with Section 10.01. Such
notice shall expire at least 30 days before or after any due date for payment in respect of the Notes.


 


(b)         
If any Agent gives notice of its resignation in accordance with this Section 7.10 and a replacement Agent is required and
by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint
as its replacement any reputable and experienced financial institution. Immediately following such appointment, the Issuer shall
give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining
Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they
had entered into an agreement in the form mutatis mutandis of this Indenture.





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(c)         
Upon its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder
hereof to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other
duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously
rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.


 


Section 7.11.       
Agents General Provisions.


 


(a)          
Actions of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are
several and not joint or joint and several.


 


(b)         
Agents of Trustee. The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default,
the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions
exclusively from, the Trustee. Prior to receiving such written notification from the Trustee, the Agents shall be the agents of
the Issuer and need have no concern for the interests of the Holders.


 


(c)         
Funds held by Agents. The Agents will hold all funds subject to the terms of this Indenture.


 


(d)         
Publication of Notices. Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf
of the Issuer will be met upon delivery of the notice to DTC.


 


(e)         
Instructions. In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be
entitled to seek clarification from the Issuer or other party entitled to give the Agents instructions under this Indenture by
written request promptly, and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has
sought clarification in accordance with this Section 7.11, then such Agent shall be entitled to take no action until such clarification
is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.


 


(f)          
No Fiduciary Duty. No Agent shall be under any fiduciary duty or other obligation towards, or have any relationship
of agency or trust, for or with any person.


 


(g)         
Mutual Undertaking. Each party shall, within ten Business Days of a written request by another party, supply to that
other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably
requests for the purposes of that other party’s compliance with applicable law and shall notify the relevant other party
reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such
party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide
any forms, documentation or other information pursuant to this Section 7.11(g) to the extent that: (i) any such form, documentation
or other information (or the information required to be provided on such form or documentation) is not reasonably available to
such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion
of such party constitute a breach of any: (a) applicable law or (b) duty of confidentiality. For purposes of this Section 7.11(g),
 “applicable law” shall be deemed to include (i) any rule or practice of any regulatory or governmental authority by
which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement
between any regulatory or governmental authority and any party that is customarily entered into by institutions of a similar nature.





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(h)         
Tax Withholding.


 


(i)           
The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes
is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive
payments free from FATCA Withholding, and the extent to which the relevant payment is so treated; provided, however,
that the Issuer’s obligations under this Section 7.11(h) shall apply only to the extent that such payments are so treated
by virtue of characteristics of the Issuer, the Notes, or both.


 


(ii)          
Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from
any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law,
in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant
Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making
such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant
Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required
by Applicable Law for the purposes of this Section 7.11(h)(ii).


 


Article
Eight

DEFEASANCE; SATISFACTION AND DISCHARGE


 


Section 8.01.       
Issuer’s Option to Effect Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time
prior to the Stated Maturity of the Notes, by a resolution of its Board of Directors, elect to have either Section 8.02 or Section
8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.


 


Section 8.02.       
Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section
8.02, the Issuer shall be deemed to have been discharged from their obligations with respect to the outstanding Notes on the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by
the outstanding Notes and to have satisfied all its other obligations under the Notes and this Indenture (and the Trustee, at the
expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive, solely from
the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and
premium, if any, on) and interest (including Additional Amounts) on such Notes when such payments are due, (b) the Issuer’s
obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith and (d)
the provisions of this Article Eight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 below with respect to the Notes. If the Issuer
exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default.





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Section 8.03.       
Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section
8.03, the Issuer shall be released from their obligations under any covenant contained in Sections 4.04 through 4.08, 4.10 and
5.01 with respect to the Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, the Issuer may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.


 


Section 8.04.       
Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the
Notes:


 


(a)          
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S.
dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in
amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent
public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any) on the outstanding
Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify
whether the Notes are being defeased to such stated date for payment or to a particular redemption date;


 


(b)         
in the case of Legal Defeasance, the Issuer must deliver to the Trustee:


 


(i)           
an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (A) the Issuer
has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (B) since the Issue Date, there
has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion
of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not occurred; and





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(ii)          
an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the
Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction
as a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same
manner and at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(c)         
in the case of Covenant Defeasance, the Issuer must deliver to the Trustee:


 


(i)            
an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the holders
of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Covenant Defeasance had not occurred; and


 


(ii)          
an opinion of counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the
Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction
as a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same
manner and at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(d)          
no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to
other indebtedness), and the granting of Liens to secure such borrowings);


 


(e)         
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased,
discharged or replaced) to which the Issuer is a party or by which the Issuer is bound;


 


(f)          
the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer
with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering,
delaying or defrauding any creditors of the Issuer or others; and


 


(g)         
the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


If the funds deposited with the Trustee
to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because
of any acceleration occurring after an Event of Default, then the Issuer shall remain liable for such payments.





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Section 8.05.       
Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect
as to all Notes issued thereunder, when:


 


(a)         
either:


 


(i)           
all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for
cancellation; or


 


(ii)          
all Notes that have not been delivered to the Trustee for cancellation (A) have become due and payable by reason of the
delivery of a notice of redemption or otherwise, (B) will become due and payable within one year, or (C) 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 Issuer, and in each case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination
of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment
of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal,
premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; provided that, upon any redemption
that requires the payment of a premium, the amount deposited shall be sufficient to the extent that an amount is deposited with
the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption
only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction
and discharge shall be subject to the condition subsequent that such deficit is in fact paid);


 


(b)         
the Issuer has paid or caused to be paid all sums payable by it with respect to the Notes under this Indenture;


 


(c)          
the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at maturity or on the redemption date, as the case may be; and


 


(d)         
the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s
Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).


 


Section 8.06.       
Survival of Certain Obligations. Notwithstanding Sections 8.01 and 8.03, any obligations of the Issuer in Sections
2.02 through 2.14, 6.07, 7.05 and 7.06 shall survive until the Notes have been paid in full. Thereafter, any obligations of the
Issuer in Section 7.05 shall survive such satisfaction and discharge. Nothing contained in this Article Eight shall abrogate any
of the obligations or duties of the Trustee under this Indenture.





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Section 8.07.       
Acknowledgment of Discharge by Trustee. Subject to Section 8.09, after the conditions of Section 8.02 or Section
8.03 and Section 8.04 have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of all of
the Issuer’s obligations under this Indenture except for those surviving obligations specified in this Article Eight.


 


Section 8.08.       
Application of Trust Money. Subject to Section 8.09, the Trustee shall hold in trust cash in U.S. dollars or U.S.
Government Obligations deposited with it pursuant to this Article Eight. It shall apply the deposited cash or Government Securities
through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium, if any, interest, and Additional
Amounts, if any, on the Notes; but such money need not be segregated from other funds except to the extent required by law.


 


Section 8.09.       
Repayment to Issuer. Subject to Sections 7.05, and 8.01 through 8.04, the Trustee and the Paying Agent shall promptly
pay to the Issuer upon request set forth in an Officer’s Certificate any excess money held by them at any time and thereupon
shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Issuer upon
request any money held by them for the payment of principal, premium, if any, interest or Additional Amounts, if any, that remains
unclaimed for two years; provided that the Trustee or Paying Agent before being required to make any payment may cause to
be published through the newswire service of Bloomberg or, if Bloomberg does not then operate, any similar agency or deliver to
each Holder entitled to such money at such Holder’s address (as set forth in the Security Register) notice that such money
remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or
delivery) any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders
entitled to such money must look to the Issuer for payment as general creditors unless an applicable law designates another Person,
and all liability of the Trustee and such Paying Agent with respect to such money shall cease.


 


Section 8.10.       
Indemnity for Government Securities. The Issuer shall pay and shall indemnify the Trustee and the Paying Agent against
any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal, premium, if any,
interest, if any, and Additional Amounts, if any, received on such Government Securities.





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Article
Nine

AMENDMENTS AND WAIVERS


 


Section 9.01.       
Without Consent of Holders.


 


(a)         
The Issuer, when authorized by a resolution of its Board of Directors (as evidenced by the delivery of such resolutions
to the Trustee), and the Trustee (as applicable and to the extent each is a party to the relevant document) may modify, amend or
supplement this Indenture and the Notes without notice to or consent of any Holder:


 


(i)           
to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of
the Issuer herein and in the Notes;


 


(ii)          
to add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power herein
conferred upon the Issuer;


 


(iii)         
to add any additional Events of Default;


 


(iv)         
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of the Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of the Notes in uncertificated form;


 


(v)          
to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture as of the
Issue Date;


 


(vi)         
to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture;


 


(vii)        
to secure the Notes;


 


(viii)       
to provide for a Guarantee from a third party on outstanding Notes and the Notes that may be issued under this Indenture;


 


(ix)         
to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and
discharge of the Notes under this Indenture if doing so does not adversely affect the interests of the holders of the Notes in
any material respect;


 


(x)          
to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other
provision in this Indenture if doing so does not adversely affect the interests of the holders of the Notes in any material respect;
or


 


(xi)         
to make any other provisions regarding matters or questions arising under this Indenture if doing so does not adversely
affect the interests of the holders of Notes in any material respect.


 


(b)         
The consent of the Holders of Notes shall not be necessary under this Section to approve the particular form of any proposed
amendment, waiver or consent, but it shall be sufficient if such consent shall approve the substance thereof.





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Section 9.02.       
With Consent of Holders.


 


(a)         
With the consent of the Holders of not less than a majority in principal amount of the Notes, the Issuer and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of the Notes
affected thereby:


 


(i)           
change the stated maturity of the principal of or any interest on, any Note;


 


(ii)          
reduce the principal amount of any Note;


 


(iii)         
reduce the rate of interest or change the time of payment for of interest any Note;


 


(iv)         
reduce any additional amounts payable on any Note;


 


(v)          
reduce any premium payable upon the redemption of any Note or change the time at which such Note may be redeemed;


 


(vi)         
change any place of payment where, or the currency in which any Note or any premium or interest on that Note is payable;


 


(vii)        
impair the right to institute suit for the enforcement of any payment of principal of or premium or any interest on any
Note on or after its stated maturity, or, in the case of redemption, on or after the redemption date;


 


(viii)       
make any change to or modify the ranking of the Notes as to contractual right of payment in a manner that would adversely
affect the holders thereof;


 


(ix)          
reduce the percentage in principal amount of the outstanding Notes, the consent of whose holders is required for such supplemental
indenture;


 


(x)           
reduce the percentage in principal amount of the Notes, the consent of whose Holders is required for any waiver of compliance
with certain provisions of this Indenture or certain defaults under this Indenture and their consequences; or


 


(xi)         
extend any of the provisions relating to supplemental indentures, waiver of past defaults or waiver of certain covenants,
except to increase the percentage in principal amount of the outstanding Notes required for the consent of holders to approve a
supplemental indenture or a waiver of a past default or compliance with certain covenants or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the holder of each outstanding Note that would be affected
by such a modification or waiver.


 


(b)         
The consent of the Holders shall not be necessary under this Indenture to approve the particular form of any proposed amendment,
modification, supplement, waiver or consent. It is sufficient if such consent approves the substance of the proposed amendment,
modification, supplement, waiver or consent. A consent to any amendment or waiver under this Indenture by any Holder given in connection
with a tender of such Holder’s Notes will not be rendered invalid by such tender.





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Section 9.03.       
Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this Article Nine, this
Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture for all
purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 9.04.       
Notation on or Exchange of Notes. If an amendment, modification or supplement changes the terms of a Note, the Issuer
or the Trustee may require the Holder to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note and
on any Note subsequently authenticated regarding the changed terms and return it to the Holder.


 


Alternatively, if the Issuer so determines,
the Issuer in exchange for the Note shall issue, and the Trustee shall authenticate, a new Note that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, modification or
supplement.


 


Section 9.05.       
[Reserved].


 


Section 9.06.       
Notice of Amendment or Waiver. Promptly after the execution by the Issuer and the Trustee of any Supplemental Indenture
or waiver pursuant to the provisions of Section 9.02, the Issuer shall give notice thereof to the Holders of each outstanding Note
affected, in the manner provided for in Section 10.01(b), setting forth in general terms the substance of such Supplemental Indenture
or waiver.


 


Section 9.07.       
Trustee to Sign Amendments, Etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant
and adopted in accordance with this Article Nine; provided that the Trustee may, but shall not be obligated to, execute
any such amendment, supplement or waiver which affects the Trustee’s, as the case may be, own rights, duties or immunities
under this Indenture. The Trustee shall receive an indemnity and/or security (including by way of pre-funding) satisfactory to
it and to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each
stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted
by this Indenture, that all conditions precedent in connection with such amendment, supplement or waiver have been satisfied, and
that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer
enforceable against it in accordance with its terms. Such Opinion of Counsel and Officer’s Certificate shall be an expense
of the Issuer.





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Article
Ten

MISCELLANEOUS


 


Section 10.01.   
Notices.


 


(a)         
Any notice or communication shall be in writing and delivered in person or mailed by first class mail or sent by facsimile
transmission addressed as follows:


 


if to the Issuer:


 


Royal Caribbean Cruises Ltd.





1050 Caribbean Way





Miami, Florida 33132





Attn: Jason T. Liberty, Executive Vice President and
Chief Financial Officer





Antje M. Gibson, Vice President and Treasurer


 


with a copy to:


 


Royal Caribbean Cruises Ltd.





1050 Caribbean Way





Miami, Florida 33132





Attn: General Counsel


 


if to the Trustee, Principal Paying Agent
or Transfer Agent:


 


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





10161 Centurion Parkway North, 2nd Floor





Jacksonville, Florida 32256





Attn: Corporate Trust Administration


 


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


 


(b)         
Notices regarding the Notes shall be:


 


(i)           
delivered to Holders electronically or mailed by first-class mail, postage paid; and


 


(ii)          
in the case of Definitive Registered Notes, delivered to each Holder by first-class mail at such Holder’s respective
address as it appears on the registration books of the Registrar.


 


Notices given by first-class mail shall
be deemed given five calendar days after mailing and notices given by publication shall be deemed given on the first date on which
publication is made. Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether
or not the addressee receives it.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


(c)         
If and so long as the Notes are represented by Global Notes, notice to Holders, in lieu of being given in accordance with
Section 10.01(b) above, may be given by delivery of the relevant notice to DTC for communication.





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(d)         
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


(e)         
All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication
sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by
DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English.
The Issuer agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications
to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.


 


Section 10.02.   
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee
to take or refrain from taking any action under this Indenture (except in connection with the original issuance of the Original
Notes on the date hereof), the Issuer shall furnish upon request to the Trustee:


 


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


 


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


 


Any Officer’s Certificate may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, unless the Officer signing such certificate knows, or in the
exercise of reasonable care should know, that such Opinion of Counsel with respect to the matters upon which such Officer’s
Certificate is based are erroneous. Any Opinion of Counsel may be based and may state that it is so based, insofar as it relates
to factual matters, upon certificates of public officials or an Officer’s Certificate stating that the information with respect
to such factual matters is in the possession of the Issuer, unless the counsel signing such Opinion of Counsel knows, or in the
exercise of reasonable care should know, that the Officer’s Certificate with respect to the matters upon which such Opinion
of Counsel is based are erroneous.


 


Section 10.03.   
Statements Required in Certificate or Opinion. Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:


 


(a) a statement that each individual signing
such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;


 


(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;





    61


     


    



(c) a statement that, in the opinion of
each such individual, 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, in the opinion
of each such individual, such condition or covenant has been complied with.


 


Section 10.04.   
Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.


 


Section 10.05.   
No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator
or stockholder of the Issuer, as such, shall have any liability for any obligations of the Issuer under the Notes and this Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.


 


Section 10.06.   
Legal Holidays. If an Interest Payment Date or other payment date is not a Business Day, payment shall be made on
the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. If a Record Date is not
a Business Day, the Record Date shall not be affected.


 


Section 10.07.   
Governing Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


Section 10.08.   
Jurisdiction. The Issuer agrees that any suit, action or proceeding against the Issuer brought by any Holder or the
Trustee arising out of or based upon this Indenture or the Notes may be instituted in any state or Federal court located in the
City of New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction
of such courts in any suit, action or proceeding. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection
to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions,
suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on
the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient
forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and
binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such
judgment; provided that service of process is effected upon the Issuer in the manner provided by this Indenture. The Issuer
has appointed the Issuer’s General Counsel, located at his office at the Issuer, 1050 Caribbean Way, Miami, Florida 33132,
or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent
(the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or
based upon this Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal
court in the City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court
in respect of any such suit, action or proceeding. The Issuer’s General Counsel has hereby accepted such appointment and
has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing
of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process
upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the
foregoing, any action involving the Issuer arising out of or based upon this Indenture or the Notes may be instituted by any Holder
or the Trustee in any other court of competent jurisdiction. The Issuer expressly consents to the jurisdiction of any such court
in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto.





    62


     


    



EACH OF THE ISSUER AND THE TRUSTEE, AND
EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


Section 10.09.   
No Recourse Against Others. A director, officer, employee, incorporator, member or shareholder, as such, of the Issuer
shall not have any liability for any obligations of the Issuer under this Indenture or the Notes or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the issue of the Notes. Such waiver and release may not
be effective to waive liabilities under the U.S. federal securities laws.


 


Section 10.10.   
Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 10.11.   
Counterparts. The parties may sign any number of copies of this Indenture. Each signed copy will be an original,
but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile
or other electronic format (i.e., “pdf” or “tif” or any electronic signature complying with
the U.S. federal ESIGN Act of 2000) shall constitute effective execution and delivery of this Indenture as to the parties hereto
and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
other electronic format (i.e., “pdf” or “tif” or any electronic signature complying with
the U.S. federal ESIGN Act of 2000) shall be deemed to be their original signatures for all purposes. Any electronically signed
document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such
authorized officer on behalf of the applicable Person. The Trustee shall not have any duty to inquire into or investigate the authenticity
or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without
any liability with respect thereto.





    63


     


    



Section 10.12.   
Table of Contents and Headings. The table of contents and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.


 


Section 10.13.   
Severability. In case any provision in this Indenture or in the Notes 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 10.14.   
Currency Indemnity. Any payment on account of an amount that is payable in U.S. dollars (the “Required Currency”)
which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment
Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer,
shall constitute a discharge of the Issuer’s obligation under this Indenture and the Notes, only to the extent of the amount
of the Required Currency which may be purchased in the London foreign exchange markets with the amount of the Judgment Currency
in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of
the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount
of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer shall indemnify and hold
harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of,
such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in
this Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence
granted by any holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment
or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.


 


[Remainder of Page Intentionally Left Blank]





    64


     


    

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


 





	 	Very truly yours,
	 	 
	 	Royal Caribbean Cruises Ltd.
	 	 
	 	By:	/s/ Jason T. Liberty
	 	 	Name: Jason T. Liberty
	 	 	Title: Executive Vice President, Chief Financial
    Officer





 


[Signature
Page to Indenture - Notes]




    


     


    




 





	 	THE BANK OF NEW YORK MELLON TRUST
    COMPANY, N.A., not in its individual capacity but solely as Trustee, Principal Paying Agent, Transfer Agent and Registrar
	 	 
	 	By:	/s/ Julie Hoffman-Ramos
	 	 	Name: Julie Hoffman-Ramos
	 	 	Title: Vice President





 


[Signature
Page to Indenture - Notes]




    


     


    

Exhibit A


 


[FORM OF FACE OF NOTE]


 


ROYAL CARIBBEAN CRUISES LTD.


 


[If Regulation S Global Note – CUSIP Number V7780T AE3
/ ISIN USV7780TAE39]


 


[If Restricted 144A Global Note – CUSIP Number 780153
BG6 / ISIN US780153BG60]



 


No. [l]


 


[Include if Global Note — UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
 & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]



    A-1


     


    


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: REPRESENTS THAT (A)
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE “SECURITIES ACT”) (A “QIB”)
OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, AND AGREES THAT IT WILL NOT WITHIN
[IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)] [IN THE CASE OF REGULATION
S NOTES: 40 DAYS AFTER THE LATER OF THE DATE WHEN THE NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE
ON REGULATION S AND THE DATE OF THE COMPLETION OF THE DISTRIBUTION] RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER
OR ANY SUBSIDIARY THEREOF, (B) IN THE UNITED STATES TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT PRIOR TO A TRANSFER PURSUANT
TO CLAUSE (D) OR (E), THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (D) OR (F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.


 


THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT SHALL NOT
TRANSFER THE SECURITIES IN AN AMOUNT LESS THAN $2,000.


 


5.50% SENIOR NOTE DUE 2028


 


Royal Caribbean Cruises Ltd., a corporation
incorporated and existing under the laws of the Republic of Liberia, for value received, promises to pay to Cede & Co. or registered
assigns the principal sum of $  (as such amount may be increased or decreased as indicated in Schedule A (Schedule of
Principal Amount in the Global Note) of this Note) on April 1, 2028.


 


From March 29, 2021 or from the most recent
interest payment date to which interest has been paid or provided for, cash interest on this Note will accrue at 5.50%, payable
semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021 to the Person in whose name this Note
(or any predecessor Note) is registered at the close of business on the preceding March 15 or September 15, as the case may be.
Interest on overdue principal and interest, including Additional Amounts, if any, will accrue at a rate that is 2.0% higher than
the interest rate on the Notes.


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.



    A-2


     


    




Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of an authorized signatory, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof and to the provisions of the Indenture, which provisions shall for all
purposes have the same effect as if set forth at this place.




    A-3


     


    




IN WITNESS WHEREOF, Royal Caribbean Cruises
Ltd. has caused this Note to be signed manually or by facsimile by its duly authorized signatory.


 


Dated:





	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	CERTIFICATE OF AUTHENTICATION	 
	 	 
	This is one of the Notes referred to in the Indenture.
	 	 
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Trustee	 
	 	 
	By:	 	 
	 	Authorized Officer	 






    A-4


     


    

[FORM OF REVERSE SIDE OF NOTE]

5.50% Senior Note due 2028


 


	·	Interest



 


Royal Caribbean Cruises Ltd., a corporation
incorporated and existing under the laws of Liberia (together with it successors and assigns under the Indenture, the “Issuer”),
for value received, promises to pay interest on the principal amount of this Note from March 29, 2021 at the rate per annum shown
above. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue
principal at the interest rate borne by the Notes compounded semi-annually, and interest on overdue principal and interest, including
Additional Amounts, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Notes. Any interest paid on
this Note shall be increased to the extent necessary to pay Additional Amounts as set forth in this Note.


 


	·	Additional Amounts



 


(a)         All
payments made by or on behalf of the Issuer (including any successor entity) under or with respect to the Notes shall be made free
and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or
deduction of such Taxes is then required by law. If the Issuer or any other applicable withholding agent is required by law to
withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other
than the United States) in which the Issuer is or was incorporated, engaged in business, organized or resident for tax purposes
or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf
of the Issuer (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein
(each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes, including,
without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer shall pay such additional
amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in
respect of such payments by each beneficial owner of the Notes after such withholding or deduction shall equal the respective amounts
that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided,
however, that no Additional Amounts shall be payable with respect to:


 


(1)       any
Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary,
settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant
holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident
or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent
establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant
Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise
or enforcement of rights under such Note or the Indenture, or the receipt of payments in respect of such Note;



    A-5


     


    

(2)       any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required)
more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder
would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 


(3)       any
estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(4)       any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes;


 


(5)       any
Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of
the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding
or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether
required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from,
or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation,
a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent
the holder or beneficial owner is legally eligible to provide such certification or documentation;


 


(6)       any
Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on
behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant
Note to, or otherwise accepting payment from, another Paying Agent;


 


(7)       any
Taxes imposed on or with respect to any payment by the Issuer to the holder of the Notes if such holder is a fiduciary or partnership
or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on
such payments had such holder been the sole beneficial owner of such Note;


 


(8)       any
Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”)
or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations
promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and
the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered
into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or


 


(9)       any
combination of clauses (1) through (8) above.



    A-6


     


    




In addition to the foregoing, the Issuer
will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, court or documentary
Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related
thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture
or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes
(limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction
that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof).


 


(b)       If
the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect
to the Notes, the Issuer will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless
the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify
the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the
amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary
to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide the Trustee
with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled
to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary.


 


(c)       The
Issuer, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required
by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The
Issuer will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted
or withheld. The Issuer will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of
any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer, or if, notwithstanding
such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such entity.


 


(d)       Whenever
in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the
Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall
be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof.


 


(e)       The
preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial
owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer is
incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is
made under or with respect to the Notes by or on behalf of such Person and, in each case, any political subdivision thereof or
therein.





    A-7


     


    




		·	Method of Payment



 


The Issuer shall pay interest on this Note
(except defaulted interest) to the Holder at the close of business on the Record Date for the next Interest Payment Date even if
this Note is cancelled after the Record Date and on or before the Interest Payment Date. The Issuer shall pay principal and interest
in dollars in immediately available funds that at the time of payment is legal tender for payment of public and private debts;
provided that payment of interest may be made at the option of the Issuer by check mailed to the Holder.


 


The amount of payments in respect of interest
on each Interest Payment Date shall correspond to the aggregate principal amount of Notes represented by this Note, as established
by the Registrar at the close of business on the relevant Record Date. Payments of principal shall be made upon surrender of this
Note to the Paying Agent.


 


		·	Paying Agent and Registrar



 


Initially, The Bank of New York Mellon Trust
Company, N.A. or one of its affiliates will act as Principal Paying Agent and Registrar. The Issuer or any of its Affiliates may
act as Paying Agent, Registrar or co-Registrar.


 


		·	Indenture



 


The Issuer issued this Note under an indenture
dated as of March 29, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and as Principal
Paying Agent, Transfer Agent and Registrar. The terms of this Note include those stated in the Indenture. Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


		·	Optional Redemption



 


(a)       Prior
to the Par Call Date, the Issuer shall have the right at its option to redeem the Notes, in whole or in part, at any time or from
time to time prior to their maturity, on at least 10 days, but not more than 60 days, prior notice delivered to the registered
address of each Holder of Notes, at a Redemption Price equal to the greater of (i) 100% of the principal amount of such Notes and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed to
the Par Call Date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points for the Notes, plus, in
each case, accrued and unpaid interest thereon to the Redemption Date.


 


(b)       At
any time and from time to time on or after October 1, 2027 (the date that is six months prior to the maturity date of the Notes)
(the “Par Call Date”), the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to
100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the Redemption Date.





    A-8


     


    



		·	Redemption for Changes in Taxes



 


The Issuer may redeem the Notes, in whole
but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to
the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth under Section
3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any)
then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of
Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts
(if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Issuer is or
would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures
available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization
of the Issuer), and the requirement arises as a result of: (1) any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after
the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of
the Offering Memorandum, after such later date); or (2) any change in, or amendment to, the official application, administration
or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent
jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of
the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering
Memorandum, after such later date) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”).


 


The Issuer shall not give any such notice
of redemption earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment or Additional
Amounts if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional
Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer
shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant
Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax
Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers notice of redemption
of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid
its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it.


 


The Trustee will accept and shall be entitled
to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of
the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 


The foregoing provisions of this paragraph
7 will apply, mutatis mutandis, to any successor of the Issuer with respect to a Change in Tax Law occurring after the time
such Person becomes successor to the Issuer.





    A-9


     


    


		·	[Reserved]



 


		·	Repurchase at the Option of Holders



 


(a)       Upon
a Change of Control Triggering Event, the Holders shall have the right to require the Issuer to offer to repurchase the Notes pursuant
to Section 4.08 of the Indenture.


 


		·	Denominations



 


The Notes (including this Note) are in denominations
of $2,000 and integral multiples of $1,000 in excess thereof of principal amount at maturity. The transfer of Notes (including
this Note) may be registered, and Notes (including this Note) may be exchanged, as provided in the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.


 


		·	Unclaimed Money



 


All moneys paid by the Issuer to the Trustee
or a Paying Agent for the payment of the principal of, or premium, if any, or interest on, this Note or any other Note that remain
unclaimed at the end of two years after such principal, premium or interest has become due and payable may be repaid to the Issuer,
subject to applicable law, and the Holder of such Note thereafter may look only to the Issuer for payment thereof.


 


		·	Discharge and Defeasance



 


The Notes shall be subject to defeasance,
satisfaction and discharge as provided in Article Eight of the Indenture.


 


		·	Amendment, Supplement and Waiver



 


The Notes and the Indenture may be amended
or modified as provided in Article Nine of the Indenture.


 


		·	Defaults and Remedies



 


This Note and the other Notes have the Events
of Default as set forth in Section 6.01 of the Indenture.


 


		·	[Reserved].



 


		·	Trustee Dealings with the Issuer



 


The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Issuer or any of their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar, co- Registrar or co-Paying Agent may do the same with like rights.





    A-10


     


    



		·	No Recourse Against Others



 


A director, officer, employee, incorporator,
member or shareholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under this Note, the
other Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. By
accepting a Note, each Holder shall waive and release all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


 


		·	Authentication



 


This Note shall not be valid until an authorized
officer of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


 


		·	Abbreviations



 


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


 


		·	ISIN and/or CUSIP Numbers



 


The Issuer may cause ISIN and/or CUSIP numbers
to be printed on the Notes, and if so the Trustee shall use ISIN and/or CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption, and reliance may be placed only on the other identification numbers placed on the Notes.


 


		·	Governing Law



 


This Note shall be governed by, and construed
in accordance with, the laws of the state of New York without regard to the conflict of law rules thereof.






    A-11


     


    



ASSIGNMENT FORM


 


To assign and transfer this Note, fill in the form below:


 


(I) or (the Issuer) assign and transfer this Note to


 


	 
	(Insert assignee’s social security or tax I.D. no.)
	 
	(Print or type assignee’s name, address and postal code)
	 
	and irrevocably appoint______________ agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
	 
	Your Signature:	 
	 	(Sign exactly as your name appears on the other side of this Note)
	 	 
	Signature Guarantee:	
  
	 	(Participant in a recognized signature guarantee medallion program)


 


Date: ______________________________________________


 


Certifying Signature


 


In connection with any transfer of any Notes
evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of
such Notes and the last date, if any, on which the Notes were owned by the Issuer or any of its Affiliates, the undersigned confirms
that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and:


 


CHECK ONE BOX BELOW


 


(1)     ☐     to
the Issuer or any Subsidiary; or


 


(2)     ☐     pursuant
to an effective registration statement under the U.S. Securities Act of 1933; or


 


(3)     ☐     pursuant
to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or


 


(4)     ☐     pursuant
to and in compliance with Regulation S under the U.S. Securities Act of 1933; or


 


(5)     ☐     pursuant
to another available exemption from the registration requirements of the U.S. Securities Act of 1933.





    A-12


     


    




Unless one of the boxes is checked, the
Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if box (3) is checked, by executing this form, the Transferor is deemed to have
certified that such Notes are being transferred to a person it reasonably believes is a “qualified institutional buyer”
as defined in Rule 144A under the U.S. Securities Act of 1933 who has received notice that such transfer is being made in reliance
on Rule 144A; if box (4) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made
pursuant to an offer and sale that occurred outside the United States in compliance with Regulation S under the U.S. Securities
Act; and if box (5) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Issuer reasonably requests to confirm that such transfer is being made pursuant to
an exemption from or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.


 


Signature: __________________________________


 


	Signature Guarantee:	
  
	 	(Participant in a recognized signature guarantee medallion program)
	 	 
	Certifying Signature:	
  	    Date:	
  
	 	 
	Signature Guarantee:	
  
	 	(Participant in a recognized signature guarantee medallion program)




    A-13


     


    

 


 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note or
a portion thereof repurchased pursuant to Section 4.08 of the Indenture, check the box: ☐


 


If the purchase is in part, indicate the
portion (in denominations of $2,000 or any integral multiple of $1,000 in excess thereof) to be purchased:


 


	Your Signature:	
  
	 	(Sign exactly as your name appears on the other side of this Note)


 



Date:


 


Certifying Signature: ___________________________________________




    A-14


     


    

SCHEDULE A


 


SCHEDULE OF PRINCIPAL AMOUNT IN THE GLOBAL
NOTE


 


The following exchanges of a part of this
Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global
Note or Definitive Registered Note for an interest in this Global Note, have been made:


 


	Date of 
 Decrease/ 
 Increase	 	Amount of 
 Decrease in 
 Principal 
 Amount 	 	Amount of 
 Increase in 
 Principal 
 Amount 	 	Principal Amount 
 Following such 
 Decrease/Increase 	 	Signature of 
 authorized 
 officer of 
 Registrar 
	 	 	 	 	 	 	 	 	 





    A-15


     


    

Exhibit B


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM RESTRICTED GLOBAL


NOTE TO REGULATION S GLOBAL NOTE1


 


(Transfers pursuant to § 2.06(b)(ii) of the Indenture)


 


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

10161 Centurion Parkway North, 2nd Floor

Jacksonville, Florida 32256

Attn: Corporate Trust Administration


 


Re: Royal Caribbean Senior Notes (the “Notes”)


 


Reference is hereby made to the Indenture
dated as of March 29, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
between Royal Caribbean Cruises Ltd., a corporation incorporated and existing under the laws of the Republic of Liberia, as Issuer
and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture.


 


This letter relates to $ _____________
aggregate principal amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note (CUSIP
No.: [l]2;
ISIN No: [l]3)
with DTC in the name of [name of transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (CUSIP No.: [l]4;
ISIN No: [l]5).


 


In connection with such request, the Transferor
does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Notes and:


 


(a)          with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), does certify that:


 


(i)        the
offer of the Notes was not made to a person in the United States;


 


(ii)       either
(i) at the time the buy order is originated the transferee is outside the United States or the Transferor and any person acting
on its behalf reasonably believe that the transferee is outside the United States; or (ii) the transaction was executed in, on
or through the facilities of a designated offshore securities market described in paragraph (b) of Rule 902 of Regulation S and
neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States;


 


 




1
If the Note is a Definitive Registered Note, appropriate changes need to be made to the form of this transfer certificate.



2
Issue Date Rule 144A CUSIP:



3
Issue Date Rule 144A ISIN:



4
Issue Date Regulation S CUSIP:


5
Issue Date Regulation S ISIN:



    B-1


     


    




(iii)       no
directed selling efforts have been made in the United States by the Transferor, an affiliate thereof or any person their behalf
in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;


 


(iv)       the
transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and


 


(v)        the
Transferor is not the Issuer, a distributor of the Notes, an affiliate of the Issuer or any such distributor (except any officer
or director who is an affiliate solely by virtue of holding such position) or a person acting on behalf of any of the foregoing.


 


(b)          with
respect to transfers made in reliance on Rule 144 the Transferor certifies that the Notes are being transferred in a transaction
permitted by Rule 144 under the U.S. Securities Act.


 


You, the Issuer and the Trustee are entitled
to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.





	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Date:	 










 


cc:


 


Attn:






    B-2


     


    

Exhibit C


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM REGULATION S GLOBAL NOTE TO RESTRICTED GLOBAL NOTE


 


(Transfers pursuant to § 2.06(b)(iii) of the Indenture)


 


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

10161 Centurion Parkway North, 2nd Floor

Jacksonville, Florida 32256

Attn: Corporate Trust Administration


 


Re: Royal Caribbean Senior Notes (the “Notes”)


 


Reference is hereby made to the Indenture
dated as of March 29, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
between Royal Caribbean Cruises Ltd., a corporation incorporated and existing under the laws of the Republic of Liberia, as Issuer
and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture.


 


This letter relates to $ ____________
aggregate principal amount at maturity of Notes that are held in the form of the Regulation S Global Note with DTC (CUSIP No.:
[l]6;
ISIN No.: [l]7)
in the name of [name of transferor] (the “Transferor”) to effect the transfer of the Notes in exchange for an
equivalent beneficial interest in the Restricted Global Note (CUSIP No.: [l]8;
ISIN No.: [l]9).


 


In connection with such request, and in
respect of such Notes the Transferor does hereby certify that such Notes are being transferred in accordance with the transfer
restrictions set forth in the Notes and that:


 


CHECK ONE BOX BELOW:


 


		☐	the Transferor is relying on Rule 144A under the Securities Act for exemption from such Act’s registration requirements;
it is transferring such Notes to a person it reasonably believes is a QIB as defined in Rule 144A that purchases for its own account,
or for the account of a qualified institutional buyer, and to whom the Transferor has given notice that the transfer is made in
reliance on Rule 144A and the transfer is being made in accordance with any applicable securities laws of any state of the United
States; or



 


		☐	the Transferor is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act, subject
to the Issuer’s and the Trustee’s right prior to any such offer, sale or transfer to require the delivery of an Opinion
of Counsel, certification and/or other information satisfactory to each of them.










 


 



6
Issue Date Regulation S CUSIP:


7
Issue Date Regulation S ISIN:



8
Issue Date Rule 144A CUSIP:


9
Issue Date Rule 144A ISIN:




    C-1


     


    

You, the Issuer and the Trustee are entitled
to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 





	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Date:	 



 


cc:


 


Attn:




    C-2


     


    

Exhibit D


 


FORM OF SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE dated as of [l],
20[l] (this “Supplemental Indenture”) by and among Royal Caribbean Cruises
Ltd. (the “Issuer”), the other parties listed as New Guarantors on the signature pages hereto (each, a “New
Guarantor” and, collectively, the “New Guarantors”) and The Bank of New York Mellon Trust Company,
N.A., as trustee (in such capacity, the “Trustee”).


 


W I T N E S E T H


 


WHEREAS, the Issuer, the Trustee and the
other parties thereto have heretofore executed and delivered an Indenture, dated as of March 29, 2021 (as amended, supplemented
or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Issuer of $1,500,000,000
aggregate principal amount of 5.50% Senior Notes due 2028 (the “Notes”).


 


WHEREAS, pursuant to Section 9.01 of the
Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture; and


 


WHEREAS, all necessary acts have been done
to make this Supplemental Indenture a legal, valid and binding agreement of each New Guarantor in accordance with the terms of
this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1 Capitalized Terms.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


ARTICLE II

AGREEMENT TO BE BOUND


 


SECTION 2.1 Agreement to Guarantee.
The New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary
to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the
Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect
to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. The
New Guarantor hereby agrees to provide a Note Guarantee on the terms and subject to the conditions set forth in the Indenture,
including, but not limited to, Article Ten thereof.


 


SECTION 2.2  Execution and Delivery.
The New Guarantor agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Note Guarantee on the Notes.


 



    D-1


     


    




ARTICLE III

MISCELLANEOUS


 


SECTION 3.1 Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 3.2  Severability. In
case any provision in this Supplemental Indenture 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 3.3  Ratification. Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder heretofore or hereafter shall be bound hereby. The Trustee makes no representation or warranty as to the validity
or sufficiency of this Supplemental Indenture.


 


SECTION 3.4  Counterparts. The
parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto. Signatures of the parties hereto transmitted by facsimile or other electronic
transmission shall be deemed to be their original signatures for all purposes.


 


SECTION 3.5  Effect of Headings.
The headings herein are convenience of reference only and shall not affect the construction hereof.


 


SECTION 3.6  The Trustee. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor.


 


SECTION 3.7  Benefits Acknowledged.
The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The New Guarantor acknowledges
that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental
Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee and this Supplemental Indenture are knowingly
made in contemplation of such benefits.


 


SECTION 3.8  Successors. All agreements
of the New Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental
Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 


[Remainder of Page Intentionally Left Blank]






    D-2


     


    


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 





	 	ISSUER:
	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	NEW GUARANTORS:
	 	 
	 	[NEW GUARANTORS]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	TRUSTEE:
	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






    D-3