EXECUTION VERSION      #86070305v8         SCORPIO TANKERS INC.            AND            DEUTSCHE BANK TRUST COMPANY AMERICAS,            as Trustee            INDENTURE            Dated as of June 30, 2014   2.375% Convertible Senior Notes due 2019         Exhibit 2.7
 i   #86070305v8   TABLE OF CONTENTS      PAGE   ARTICLE 1   DEFINITIONS   Section 1.01.  Definitions ............................................................................................................1   Section 1.02.  References to Interest .......................................................................................... 10   ARTICLE 2   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES   Section 2.01.  Designation and Amount ..................................................................................... 11   Section 2.02.  Form of Notes ..................................................................................................... 11   Section 2.03.  Date and Denomination of Notes; Payments of Interest and Defaulted   Amounts .............................................................................................................. 12   Section 2.04.  Execution, Authentication and Delivery of Notes ................................................. 13   Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer;   Depositary .......................................................................................................... 14   Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes ......................................................... 19   Section 2.07.  Temporary Notes................................................................................................. 20   Section 2.08.  Cancellation of Notes Paid, Converted, Etc ......................................................... 21   Section 2.09.  CUSIP Numbers .................................................................................................. 21   Section 2.10.  Additional Notes; Repurchases............................................................................ 21   ARTICLE 3   SATISFACTION AND DISCHARGE   Section 3.01.  Satisfaction and Discharge ................................................................................. 22   ARTICLE 4   PARTICULAR COVENANTS OF THE COMPANY   Section 4.01.  Payment of Principal and Interest ....................................................................... 22   Section 4.02.  Maintenance of Office or Agency ........................................................................ 22   Section 4.03.  Appointments to Fill Vacancies in Trustee’s Office ............................................. 23   Section 4.04.  Provisions as to Paying Agent ............................................................................. 23   Section 4.05.  Existence ............................................................................................................. 24   Section 4.06.  Rule 144A Information Requirement and Annual Reports .................................... 24   Section 4.07.  Stay, Extension and Usury Laws ......................................................................... 26   Section 4.08.  Compliance Certificate; Statements as to Defaults .............................................. 26   Section 4.09.  Further Instruments and Acts .............................................................................. 27
 ii   #86070305v8   ARTICLE 5   LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE   Section 5.01.  Lists of Holders ................................................................................................... 27   Section 5.02.  Preservation and Disclosure of Lists ................................................................... 27   ARTICLE 6   DEFAULTS AND REMEDIES   Section 6.01.  Events of Default ................................................................................................. 27   Section 6.02.  Acceleration; Rescission and Annulment ............................................................. 28   Section 6.03.  Additional Interest .............................................................................................. 29   Section 6.04.  Payments of Notes on Default; Suit Therefor ....................................................... 30   Section 6.05.  Application of Monies Collected by Trustee ........................................................ 32   Section 6.06.  Proceedings by Holders ...................................................................................... 32   Section 6.07.  Proceedings by Trustee ....................................................................................... 33   Section 6.08.  Remedies Cumulative and Continuing ................................................................. 33   Section 6.09.  Direction of Proceedings and Waiver of Defaults by Majority of Holders ........... 34   Section 6.10.  Notice of Defaults ............................................................................................... 34   Section 6.11.  Undertaking to Pay Costs.................................................................................... 34   ARTICLE 7   CONCERNING THE TRUSTEE   Section 7.01.  Duties and Responsibilities of Trustee ................................................................. 35   Section 7.02.  Reliance on Documents, Opinions, Etc ................................................................ 37   Section 7.03.  No Responsibility for Recitals, Etc ...................................................................... 38   Section 7.04.  Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note   Registrar May Own Notes ................................................................................... 38   Section 7.05.  Monies and Shares of Common Stock to Be Held in Trust ................................... 38   Section 7.06.  Compensation and Expenses of Trustee ............................................................... 39   Section 7.07.  Officer’s Certificate as Evidence ......................................................................... 39   Section 7.08.  Eligibility of Trustee............................................................................................ 40   Section 7.09.  Resignation or Removal of Trustee ...................................................................... 40   Section 7.10.  Acceptance by Successor Trustee ........................................................................ 41   Section 7.11.  Succession by Merger, Etc .................................................................................. 42   Section 7.12.  Trustee’s Application for Instructions from the Company .................................... 42   ARTICLE 8   CONCERNING THE HOLDERS   Section 8.01.  Action by Holders ............................................................................................... 42   Section 8.02.  Proof of Execution by Holders ............................................................................ 43   Section 8.03.  Who Are Deemed Absolute Owners ..................................................................... 43   Section 8.04.  Company-Owned Notes Disregarded .................................................................. 43   Section 8.05.  Revocation of Consents; Future Holders Bound .................................................. 44
 iii   #86070305v8   ARTICLE 9   HOLDERS’ MEETINGS   Section 9.01.  Purpose of Meetings............................................................................................ 44   Section 9.02.  Call of Meetings by Trustee ................................................................................. 45   Section 9.03.  Call of Meetings by Company or Holders ............................................................ 45   Section 9.04.  Qualifications for Voting ..................................................................................... 45   Section 9.05.  Regulations ......................................................................................................... 45   Section 9.06.  Voting ................................................................................................................. 46   Section 9.07.  No Delay of Rights by Meeting ............................................................................ 46   ARTICLE 10   SUPPLEMENTAL INDENTURES   Section 10.01.  Supplemental Indentures without Consent of Holders ........................................ 46   Section 10.02.  Supplemental Indentures with Consent of Holders ............................................. 47   Section 10.03.  Effect of Supplemental Indentures ..................................................................... 48   Section 10.04.  Notation on Notes ............................................................................................. 49   Section 10.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee .... 49   ARTICLE 11   CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE   Section 11.01.  Company May Consolidate, Etc. on Certain Terms ........................................... 49   Section 11.02.  Successor Corporation to Be Substituted ........................................................... 49   Section 11.03.  Opinion of Counsel to Be Given to Trustee ........................................................ 50   ARTICLE 12   IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS   Section 12.01.  Indenture and Notes Solely Corporate Obligations............................................ 50   ARTICLE 13   ADDITIONAL AMOUNTS   Section 13.01.  Additional Amounts ........................................................................................... 51   Section 13.02.  Obligations to Survive ....................................................................................... 53   ARTICLE 14   CONVERSION OF NOTES   Section 14.01.  Conversion Privilege ......................................................................................... 53   Section 14.02.  Conversion Procedure; Settlement Upon Conversion. ....................................... 56   Section 14.03.  Increased Conversion Rate Applicable to Certain Notes Surrendered in   Connection with Make-Whole Fundamental Changes ......................................... 58   Section 14.04.  Adjustment of Conversion Rate ......................................................................... 60   Section 14.05.  Adjustments of Prices ........................................................................................ 68   Section 14.06.  Shares to Be Fully Paid ..................................................................................... 68
 iv   #86070305v8   Section 14.07.  Effect of Recapitalizations, Reclassifications and Changes of the Common   Stock. .................................................................................................................. 69   Section 14.08.  Certain Covenants ............................................................................................ 70   Section 14.09.  Responsibility of Trustee ................................................................................... 71   Section 14.10.  Notice to Holders Prior to Certain Actions ........................................................ 71   Section 14.11.  Stockholder Rights Plans................................................................................... 72   ARTICLE 15   REPURCHASE OF NOTES AT OPTION OF HOLDERS   Section 15.01.  [Intentionally Omitted]. .................................................................................... 72   Section 15.02.  Repurchase at Option of Holders Upon a Fundamental Change........................ 72   Section 15.03.  Withdrawal of Fundamental Change Repurchase Notice ................................... 75   Section 15.04.  Deposit of Fundamental Change Repurchase Price ........................................... 75   Section 15.05.  Covenant to Comply with Applicable Laws Upon Repurchase of Notes ............. 76   ARTICLE 16   OPTIONAL REDEMPTION   Section 16.01.  Optional Redemption ........................................................................................ 76   Section 16.02.  Notice of Optional Redemption; Selection of Notes ........................................... 76   Section 16.03.  Payment of Notes Called for Redemption .......................................................... 78   Section 16.04.  Restrictions on Redemption ............................................................................... 78   ARTICLE 17   MISCELLANEOUS PROVISIONS   Section 17.01.  Provisions Binding on Company’s Successors ................................................... 78   Section 17.02.  Official Acts by Successor Corporation ............................................................. 78   Section 17.03.  Addresses for Notices, Etc ................................................................................. 79   Section 17.04.  Governing Law; Jurisdiction ............................................................................. 79   Section 17.05.  Evidence of Compliance with Conditions Precedent; Certificates and   Opinions of Counsel to Trustee ........................................................................... 80   Section 17.06.  Legal Holidays .................................................................................................. 80   Section 17.07.  No Security Interest Created ............................................................................. 81   Section 17.08.  Benefits of Indenture ......................................................................................... 81   Section 17.09.  Table of Contents, Headings, Etc ...................................................................... 81   Section 17.10.  Authenticating Agent ......................................................................................... 81   Section 17.11.  Execution in Counterparts ................................................................................. 82   Section 17.12.  Severability ....................................................................................................... 82   Section 17.13.  Waiver of Jury Trial .......................................................................................... 82   Section 17.14.  Force Majeure .................................................................................................. 82   Section 17.15.  Calculations ...................................................................................................... 83   Section 17.16.  USA PATRIOT Act ............................................................................................ 83      EXHIBIT   Exhibit A Form of Note A-1
 #86070305v8   INDENTURE dated as of June 30, 2014 between SCORPIO TANKERS INC., a   Marshall Islands corporation, as issuer (the “Company,” as more fully set forth in  Section 1.01)   and DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation organized and   existing under the laws of the State of New York, as trustee (the “Trustee,” as more fully set   forth in  Section 1.01).   W I T N E S S E T H:   WHEREAS, for its lawful corporate purposes, the Company has duly authorized the   issuance of its 2.375% Convertible Senior Notes due 2019 (the “Notes”), initially in an aggregate   principal amount not to exceed $360,000,000, and in order to provide the terms and conditions   upon which the Notes are to be authenticated, issued and delivered, the Company has duly   authorized the execution and delivery of this Indenture; and   WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note,   the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the   Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms   hereinafter provided; and   WHEREAS, all acts and things necessary to make the Notes, when executed by the   Company and authenticated and delivered by the Trustee or a duly authorized authenticating   agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and   this Indenture a valid agreement according to its terms, have been done and performed, and the   execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly   authorized.   NOW, THEREFORE, THIS INDENTURE WITNESSETH:   That in order to declare the terms and conditions upon which the Notes are, and are to be,   authenticated, issued and delivered, and in consideration of the premises and of the purchase and   acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the   Trustee for the equal and proportionate benefit of the respective Holders from time to time of the   Notes (except as otherwise provided below), as follows:   ARTICLE 1   DEFINITIONS   Section 1.01.  Definitions.  The terms defined in this  Section 1.01 (except as herein   otherwise expressly provided or unless the context otherwise requires) for all purposes of this   Indenture and of any indenture supplemental hereto shall have the respective meanings specified   in this  Section 1.01.  The words “herein,” “hereof,” “hereunder” and words of similar import   refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.    The terms defined in this Article include the plural as well as the singular.
 2   #86070305v8   “Additional Amounts” shall have the meaning specified in  Section 13.01(a).   “Additional Interest” means all amounts, if any, payable pursuant to  Section   4.06(d),  Section 4.06(e) and  Section 6.03, as applicable.   “Additional Shares” shall have the meaning specified in  Section 14.03(a).   “Affiliate” of any specified Person means any other Person directly or indirectly   controlling or controlled by or under direct or indirect common control with such specified   Person.  For the purposes of this definition, “control,” when used with respect to any specified   Person means the power to direct or cause the direction of the management and policies of such   Person, directly or indirectly, whether through the ownership of voting securities, by contract or   otherwise; and the terms “controlling” and “controlled” have meanings correlative to the   foregoing.   “Bid Solicitation Agent” means the Company or the Person appointed by the Company,   in its sole discretion, to solicit bids for the Trading Price of the Notes in accordance with  Section   14.01(b)(i). The Company’s appointment of the Bid Solicitation Agent does not require the   consent of the Holders.  The Company shall initially act as the Bid Solicitation Agent.    “Board of Directors” means the board of directors of the Company or a committee of   such board duly authorized to act for it hereunder.   “Board Resolution” means a copy of a resolution certified by the Secretary or an   Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to   be in full force and effect on the date of such certification, and delivered to the Trustee.   “Business Day” means, with respect to any Note, any day other than a Saturday, a   Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by   law or executive order to close or be closed.     “Capital Stock” means, for any entity, any and all shares, interests, rights to purchase,   warrants, options, participations or other equivalents of or interests in (however designated)   stock issued by that entity.   “Clause A Distribution” shall have the meaning specified in  Section 14.04(c).   “Clause B Distribution” shall have the meaning specified in  Section 14.04(c).   “Clause C Distribution” shall have the meaning specified in  Section 14.04(c).   “close of business” means 5:00 p.m. (New York City time).   “Commission” means the U.S. Securities and Exchange Commission.   “Common Equity” of any Person means Capital Stock of such Person that is generally   entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a
 3   #86070305v8   corporation, to vote or otherwise participate in the selection of the governing body, partners,   managers or others that will control the management or policies of such Person.   “Common Stock” means the common stock of the Company, par value $0.01 per share,   at the date of this Indenture, subject to  Section 14.07.   “Company” shall have the meaning specified in the first paragraph of this Indenture, and   subject to the provisions of  Article 11, shall include its successors and assigns.   “Company Order” means a written order of the Company, signed by the Company’s   Chief Executive Officer, President, Executive or Senior Vice President or any Vice President   (whether or not designated by a number or numbers or word or words added before or after the   title “Vice President”) or Secretary.   “Continuing Director” means a director who either was a member of the Board of   Directors on June 24, 2014 or who becomes a member of the Board of Directors subsequent to   that date and whose election, appointment or nomination for election by the stockholders of the   Company is duly approved by a majority of the Continuing Directors on the Board of Directors   at the time of such approval, either by a specific vote or by approval of the proxy statement   issued by the Company on behalf of the entire Board of Directors in which such individual is   named as nominee for director.  Solely for purposes of this definition, the phrase “or a committee   of such board duly authorized to act for it hereunder” of the definition of Board of Directors shall   be disregarded.   “Conversion Agent” shall have the meaning specified in  Section 4.02.   “Conversion Date” shall have the meaning specified in  Section 14.02(c).   “Conversion Obligation” shall have the meaning specified in  Section 14.01(a).   “Conversion Price” means as of any time, $1,000, divided by the Conversion Rate as of   such time.   “Conversion Rate” shall have the meaning specified in  Section 14.01(a).   “Corporate Trust Office” means the office of the Trustee at which at any particular time   its corporate trust business shall be administered, which office at the date of the execution of this   Indenture is located at 60 Wall St. – 16th Floor, MSNYC 60-1630, New York, New York 10005,   Attention: Trust and Agency Services, or such other address as the Trustee may designate from   time to time by notice to the Holders and the Company, or the designated corporate trust office   of any successor trustee (or such other address as such successor trustee may designate from time   to time by notice to the Holders and the Company).   “Custodian” means the Trustee, as custodian for The Depository Trust Company, with   respect to the Global Notes, or any successor entity thereto.   “Default” means any event that is, or after notice or passage of time, or both, would be,   an Event of Default.
 4   #86070305v8   “Defaulted Amounts” means any amounts on any Note (including, without limitation,   the Redemption Price, the Fundamental Change Repurchase Price, any Additional Amounts,   principal and interest) that are payable but are not punctually paid or duly provided for.   “Depositary” means, with respect to each Global Note, the Person specified in  Section   2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed   and become such pursuant to the applicable provisions of this Indenture, and thereafter,   “Depositary” shall mean or include such successor.   “Distributed Property” shall have the meaning specified in  Section 14.04(c).   “Effective Date” shall have the meaning specified in  Section 14.03(c), except that, as   used in  Section 14.04 and  Section 14.05, “Effective Date” means the first date on which shares   of the Common Stock trade on the applicable exchange or in the applicable market, regular way,   reflecting the relevant share split or share combination, as applicable.   “Event of Default” shall have the meaning specified in  Section 6.01.   “Ex-Dividend Date” means the first date on which shares of the Common Stock trade on   the applicable exchange or in the applicable market, regular way, without the right to receive the   issuance, dividend or distribution in question, from the Company or, if applicable, from the seller   of Common Stock on such exchange or market (in the form of due bills or otherwise) as   determined by such exchange or market.   “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules   and regulations promulgated thereunder.   “Form of Assignment and Transfer” means the “Form of Assignment and Transfer”   attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.   “Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental   Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as   Exhibit A.   “Form of Note” means the “Form of Note” attached hereto as Exhibit A.   “Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as   Attachment 1 to the Form of Note attached hereto as Exhibit A.   “Fundamental Change” shall be deemed to have occurred at the time after the Notes are   originally issued if any of the following occurs:   (a) a “person” or “group” within the meaning of Section 13(d) of the   Exchange Act, other than the Company, its Wholly Owned Subsidiaries and the   employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become   the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange   Act, of the Company’s Common Equity representing more than 50% of the voting power   of the Company’s Common Equity;
 5   #86070305v8   (b) the consummation of (A) any recapitalization, reclassification or change of   the Common Stock (other than changes resulting from a subdivision or combination) as a   result of which the Common Stock would be converted into, or exchanged for, stock,   other securities, other property or assets; (B) any share exchange, consolidation or merger   of the Company pursuant to which the Common Stock will be converted into cash,   securities or other property or assets; or (C) any sale, lease or other transfer in one   transaction or a series of transactions of all or substantially all of the consolidated assets   of the Company and its Subsidiaries, taken as a whole, to any Person other than one of   the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction   described in clause (B) in which the holders of all classes of the Company’s Common   Equity immediately prior to such transaction own, directly or indirectly, more than 50%   of all classes of Common Equity of the continuing or surviving corporation or transferee   or the parent thereof immediately after such transaction in substantially the same   proportions as such ownership immediately prior to such transaction shall not be a   Fundamental Change pursuant to this clause (b);   (c) Continuing Directors cease to constitute at least a majority of the Board of   Directors;    (d) the stockholders of the Company approve any plan or proposal for the   liquidation or dissolution of the Company; or   (e) the Common Stock (or other common stock underlying the Notes) ceases   to be listed or quoted on any of the New York Stock Exchange, The NASDAQ Global   Select Market or The NASDAQ Global Market (or any of their respective successors);   provided, however, that a transaction or transactions described in clause (b) above shall not   constitute a Fundamental Change, if at least 90% of the consideration received or to be received   by the common stockholders of the Company, excluding cash payments for fractional shares, in   connection with such transaction or transactions consists of shares of common stock that are   listed or quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market   or The NASDAQ Global Market (or any of their respective successors) or will be so listed or   quoted when issued or exchanged in connection with such transaction or transactions and as a   result of such transaction or transactions the Notes become convertible into such consideration,   excluding cash payments for fractional shares (subject to the provisions of  Section 14.02(a)).    Solely for purposes of clause (c) above, the words “or a committee of such board duly authorized   to act for it hereunder” in the definition of “Board of Directors” shall be disregarded.   “Fundamental Change Company Notice” shall have the meaning specified in  Section   15.02(c).   “Fundamental Change Repurchase Date” shall have the meaning specified in  Section   15.02(a).   “Fundamental Change Repurchase Notice” shall have the meaning specified in  Section   15.02(b)(i).
 6   #86070305v8   “Fundamental Change Repurchase Price” shall have the meaning specified in  Section   15.02(a).   “Global Note” shall have the meaning specified in  Section 2.05(b).   “Holder,” as applied to any Note, or other similar terms (but excluding the term   “beneficial holder”), means any Person in whose name at the time a particular Note is registered   on the Note Register.   “Indenture” means this instrument as originally executed or, if amended or   supplemented as herein provided, as so amended or supplemented.   “Interest Payment Date” means each January 1 and July 1 of each year, beginning on   January 1, 2015.   “Last Reported Sale Price” of the Common Stock on any date means the closing sale   price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if   more than one in either case, the average of the average bid and the average ask prices) on that   date as reported in composite transactions for the principal U.S. national or regional securities   exchange on which the Common Stock is traded.  If the Common Stock is not listed for trading   on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale   Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on   the relevant date as reported by OTC Markets Group Inc. or a similar organization.  If the   Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the   mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of   at least three nationally recognized independent investment banking firms selected by the   Company for this purpose.   “Make-Whole Fundamental Change” means any transaction or event that constitutes a   Fundamental Change (as defined above and determined after giving effect to any exceptions to   or exclusions from such definition, but without regard to the proviso in clause (b) of the   definition thereof).   “Maturity Date” means July 1, 2019.   “Measurement Period” shall have the meaning specified in  Section 14.01(b)(i).   “Merger Event” shall have the meaning specified in  Section 14.07(a).   “Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals   of this Indenture.   “Note Register” shall have the meaning specified in  Section 2.05(a).   “Note Registrar” shall have the meaning specified in  Section 2.05(a).   “Notice of Conversion” shall have the meaning specified in  Section 14.02(b).
 7   #86070305v8   “Offering Memorandum” means the preliminary offering memorandum dated June 24,   2014, as supplemented by the related pricing term sheet dated June 24, 2014, relating to the   offering and sale of the Notes.   “Officer” means, with respect to the Company, the President, the Chief Executive   Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice   President (whether or not designated by a number or numbers or word or words added before or   after the title “Vice President”).   “Officer’s Certificate,” when used with respect to the Company, means a certificate that   is delivered to the Trustee and that is signed by an Officer of the Company.  The certificate shall   include the statements provided for in  Section 17.05 if and to the extent required by the   provisions of such Section.  The Officer of the Company giving an Officer’s Certificate pursuant   to  Section 4.08 shall be the principal executive, financial or accounting officer of the Company.   “open of business” means 9:00 a.m. (New York City time).   “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be   an employee of or counsel to the Company, or other counsel acceptable to the Trustee, that is   delivered to the Trustee.  Each such opinion shall include the statements provided for in  Section   17.05 if and to the extent required by the provisions of such  Section 17.05.   “Optional Redemption” shall have the meaning specified in  Section 16.01.   “outstanding,” when used with reference to Notes, shall, subject to the provisions   of  Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the   Trustee under this Indenture, except:   (a) Notes theretofore canceled by the Trustee or accepted by the Trustee for   cancellation;   (b) Notes, or portions thereof, that have become due and payable and in   respect of which monies in the necessary amount shall have been deposited in trust with   the Trustee or with any Paying Agent (other than the Company) or shall have been set   aside and segregated in trust by the Company (if the Company shall act as its own Paying   Agent);   (c) Notes that have been paid pursuant to  Section 2.06 or Notes in lieu of   which, or in substitution for which, other Notes shall have been authenticated and   delivered pursuant to the terms of  Section 2.06 unless proof satisfactory to the Trustee is   presented that any such Notes are held by protected purchasers in due course;    (d) Notes converted pursuant to  Article 14 and required to be cancelled   pursuant to  Section 2.08; and   (e) Notes repurchased by the Company pursuant to the penultimate sentence   of  Section 2.10.
 8   #86070305v8   “Paying Agent” shall have the meaning specified in  Section 4.02.   “payment”, for purposes of  Section 13.01, shall have the meaning specified in  Section   13.01(g).   “Person” means an individual, a corporation, a limited liability company, an association,   a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a   government or an agency or a political subdivision thereof.   “Physical Notes” means permanent certificated Notes in registered form issued in   denominations of $1,000 principal amount and integral multiples thereof.   “Predecessor Note” of any particular Note means every previous Note evidencing all or   a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this   definition, any Note authenticated and delivered under  Section 2.06 in lieu of or in exchange for   a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the   mutilated, lost, destroyed or stolen Note that it replaces.   “Record Date” means, with respect to any dividend, distribution or other transaction or   event in which the holders of Common Stock (or other applicable security) have the right to   receive any cash, securities or other property or in which the Common Stock (or such other   security) is exchanged for or converted into any combination of cash, securities or other property,   the date fixed for determination of holders of the Common Stock (or such other security) entitled   to receive such cash, securities or other property (whether such date is fixed by the Board of   Directors, by statute, by contract or otherwise).   “Redemption Date” shall have the meaning specified in  Section 16.02.   “Redemption Notice” shall have the meaning specified in  Section 16.02.   “Redemption Price” means, for any Notes to be redeemed pursuant to  Section 16.01,   100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but   excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date   but on or prior to the immediately succeeding Interest Payment Date, in which case the full   amount of interest accrued to the Interest Payment Date will be paid to Holders of record of such   Notes on such Regular Record Date, and the Redemption Price will be equal to 100% of the   principal amount of such Notes).   “Reference Property” shall have the meaning specified in  Section 14.07(a).   “Regular Record Date,” with respect to any Interest Payment Date, means the   December 15 or June 15 (whether or not such day is a Business Day) immediately preceding the   applicable January 1 or July 1 Interest Payment Date, respectively.   “Related Proceeding” shall have the meaning specified in  Section 17.04.   “Resale Restriction Termination Date” shall have the meaning specified in  Section   2.05(c).
 9   #86070305v8   “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office and   also means any vice president, managing director, director, associate, assistant vice president or   any other officer of the Trustee customarily performing functions similar to those performed by   any of the above designated officers and also, with respect to a particular corporate trust matter,   any other officer to whom any corporate trust matter is referred because of his or her knowledge   of and familiarity with a particular subject and who shall have direct responsibility for the   administration of this Indenture.   “Restricted Securities” shall have the meaning specified in  Section 2.05(c).   “Rule 144” means Rule 144 as promulgated under the Securities Act.   “Rule 144A” means Rule 144A as promulgated under the Securities Act.   “Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the   principal U.S. national or regional securities exchange or market on which the Common Stock is   listed or admitted for trading.  If the Common Stock is not so listed or admitted for trading,   “Scheduled Trading Day” means a Business Day.   “Securities Act” means the Securities Act of 1933, as amended, and the rules and   regulations promulgated thereunder.   “Significant Subsidiary” means a Subsidiary of the Company that meets the definition   of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act.   “Specified Tax Jurisdiction” shall have the meaning specified in  Section 13.01(a).   “Spin-Off” shall have the meaning specified in  Section 14.04(c).   “Stock Price” shall have the meaning specified in  Section 14.03(c).   “Subsidiary” means, with respect to any Person, any corporation, association,   partnership or other business entity of which more than 50% of the total voting power of shares   of Capital Stock or other interests (including partnership interests) entitled (without regard to the   occurrence of any contingency) to vote in the election of directors, managers, general partners or   trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii)   such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of   such Person.   “Successor Company” shall have the meaning specified in  Section 11.01(a).   “Taxes” shall have the meaning specified in  Section 13.01(a).   “Trading Day” means a day on which (i) trading in the Common Stock (or other security   for which a closing sale price must be determined) generally occurs on the New York Stock   Exchange or, if the Common Stock (or such other security) is not then listed on the New York   Stock Exchange, on the principal other U.S. national or regional securities exchange on which   the Common Stock (or such other security) is then listed or, if the Common Stock (or such other
 10   #86070305v8   security) is not then listed on a U.S. national or regional securities exchange, on the principal   other market on which the Common Stock (or such other security) is then traded and (ii) a Last   Reported Sale Price for the Common Stock (or such other security) is available on such   securities exchange or market; provided that if the Common Stock (or such other security) is not   so listed or traded, “Trading Day” means a Business Day.   “Trading Price” of the Notes on any date of determination means the average of the   secondary market bid quotations obtained by the Bid Solicitation Agent for $5,000,000 principal   amount of Notes at approximately 3:30 p.m., New York City time, on such determination date   from three independent nationally recognized securities dealers the Company selects for this   purpose; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation   Agent but two such bids are obtained, then the average of the two bids shall be used, and if only   one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used.   If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal   amount of Notes from a nationally recognized securities dealer on any determination date, then   the Trading Price per $1,000 principal amount of Notes on such determination date shall be   deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock   and the Conversion Rate.   “transfer” shall have the meaning specified in  Section 2.05(c).   “Trigger Event” shall have the meaning specified in  Section 14.04(c).   “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as it was in   force at the date of execution of this Indenture; provided, however, that in the event the Trust   Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall   mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.   “Trustee” means the Person named as the “Trustee” in the first paragraph of this   Indenture until a successor trustee shall have become such pursuant to the applicable provisions   of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a   Trustee hereunder.   “unit of Reference Property” shall have the meaning specified in  Section 14.07(a).   “Valuation Period” shall have the meaning specified in  Section 14.04(c).   “Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such   Person, except that, solely for purposes of this definition, the reference to “50%” in the definition   of “Subsidiary” shall be deemed replaced by a reference to “100%”.   Section 1.02.  References to Interest.  Unless the context otherwise requires, any   reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include   Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant   to any of  Section 4.06(d),  Section 4.06(e) and  Section 6.03. Unless the context otherwise   requires, any express mention of Additional Interest in any provision hereof shall not be
 11   #86070305v8   construed as excluding Additional Interest in those provisions hereof where such express   mention is not made.   ARTICLE 2   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES   Section 2.01.  Designation and Amount.  The Notes shall be designated as the “2.375%   Convertible Senior Notes due 2019.” The aggregate principal amount of Notes that may be   authenticated and delivered under this Indenture is initially limited to $360,000,000, subject   to  Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of,   or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.   Section 2.02.  Form of Notes.  The Notes and the Trustee’s certificate of authentication to   be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the   terms and provisions of which shall constitute, and are hereby expressly incorporated in and   made a part of this Indenture.  To the extent applicable, the Company and the Trustee, by their   execution and delivery of this Indenture, expressly agree to such terms and provisions and to be   bound thereby.   Any Global Note may be endorsed with or have incorporated in the text thereof such   legends or recitals or changes not inconsistent with the provisions of this Indenture as may be   required by the Custodian or the Depositary, or as may be required to comply with any   applicable law or any regulation thereunder or with the rules and regulations of any securities   exchange or automated quotation system upon which the Notes may be listed or traded or   designated for issuance or to conform with any usage with respect thereto, or to indicate any   special limitations or restrictions to which any particular Notes are subject.   Any of the Notes may have such letters, numbers or other marks of identification and   such notations, legends or endorsements as the Officer executing the same may approve   (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with   the provisions of this Indenture, or as may be required to comply with any law or with any rule   or regulation made pursuant thereto or with any rule or regulation of any securities exchange or   automated quotation system on which the Notes may be listed or designated for issuance, or to   conform to usage or to indicate any special limitations or restrictions to which any particular   Notes are subject.   Each Global Note shall represent such principal amount of the outstanding Notes as shall   be specified therein and shall provide that it shall represent the aggregate principal amount of   outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of   outstanding Notes represented thereby may from time to time be increased or reduced to reflect   redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby.    Any endorsement of a Global Note to reflect the amount of any increase or decrease in the   amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian,   at the direction of the Trustee, in such manner and upon instructions given by the Holder of such   Notes in accordance with this Indenture.  Payment of principal (including the Redemption Price   and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest
 12   #86070305v8   on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a   record date or other means of determining Holders eligible to receive payment is provided for   herein.   Section 2.03.  Date and Denomination of Notes; Payments of Interest and Defaulted   Amounts.  (a) The Notes shall be issuable in registered form without interest coupons in   denominations of $1,000 principal amount and integral multiples thereof.  Each Note shall be   dated the date of its authentication and shall bear interest from the date specified on the face of   such Note.  Accrued interest on the Notes shall be computed on the basis of a 360-day year   composed of twelve 30-day months and, for partial months, on the basis of the number of days   actually elapsed in a 30-day month.   (b) The Person in whose name any Note (or its Predecessor Note) is registered on the   Note Register at the close of business on any Regular Record Date with respect to any Interest   Payment Date shall be entitled to receive the interest payable on such Interest Payment Date.    The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the   office or agency of the Company maintained by the Company for such purposes in the Borough   of Manhattan, The City of New York, which shall initially be the Corporate Trust Office and (y)   in the case of any Global Note, shall be payable by wire transfer of immediately available funds   to the account of the Depositary or its nominee.  The Company shall pay interest (i) on any   Physical Notes, either by check mailed to each Holder or, upon application by such a Holder to   the Note Registrar not later than the relevant Regular Record Date, by wire transfer in   immediately available funds to that Holder’s account within the United States, which application   shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii)   on any Global Note by wire transfer of immediately available funds to the account of the   Depositary or its nominee.     (c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the   relevant payment date but shall accrue interest per annum at the rate borne by the Notes plus one   percent, subject to the enforceability thereof under applicable law, from, and including, such   relevant payment date, and such Defaulted Amounts together with such interest thereon shall be   paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:   (i) The Company may elect to make payment of any Defaulted Amounts to   the Persons in whose names the Notes (or their respective Predecessor Notes) are   registered at the close of business on a special record date for the payment of such   Defaulted Amounts, which shall be fixed in the following manner.  The Company shall   notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid   on each Note and the date of the proposed payment (which shall be not less than 25 days   after the receipt by the Trustee of such notice, unless the Trustee shall consent to an   earlier date), and at the same time the Company shall deposit with the Trustee an amount   of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts   or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the   date of the proposed payment, such money when deposited to be held in trust for the   benefit of the Persons entitled to such Defaulted Amounts as in this clause provided.    Thereupon the Company shall fix a special record date for the payment of such Defaulted   Amounts which shall be not more than 15 days and not less than 10 days prior to the date
 13   #86070305v8   of the proposed payment, and not less than 10 days after the receipt by the Trustee of the   notice of the proposed payment.  The Company shall promptly notify the Trustee in   writing of such special record date and the Trustee, in the name and at the expense of the   Company, shall cause notice of the proposed payment of such Defaulted Amounts and   the special record date therefor to be mailed, first-class postage prepaid, to each Holder at   its address as it appears in the Note Register, not less than 10 days prior to such special   record date.  Notice of the proposed payment of such Defaulted Amounts and the special   record date therefor having been so mailed, such Defaulted Amounts shall be paid to the   Persons in whose names the Notes (or their respective Predecessor Notes) are registered   at the close of business on such special record date and shall no longer be payable   pursuant to the following clause (ii) of this  Section 2.03 (c).   (ii) The Company may make payment of any Defaulted Amounts in any other   lawful manner not inconsistent with the requirements of any securities exchange or   automated quotation system on which the Notes may be listed or designated for issuance,   and upon such notice as may be required by such exchange or automated quotation   system, if, after written notice given by the Company to the Trustee of the proposed   payment pursuant to this clause, such manner of payment shall be deemed practicable by   the Trustee.   Section 2.04.  Execution, Authentication and Delivery of Notes.  The Notes shall be   signed in the name and on behalf of the Company by the manual or facsimile signature of its   Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its   Executive or Senior Vice Presidents.   At any time and from time to time after the execution and delivery of this Indenture, the   Company may deliver Notes executed by the Company to the Trustee for authentication, together   with a Company Order for the authentication and delivery of such Notes, and the Trustee in   accordance with such Company Order shall authenticate and deliver such Notes, without any   further action by the Company hereunder.   Only such Notes as shall bear thereon a certificate of authentication substantially in the   form set forth on the form of Note attached as Exhibit A hereto, executed manually by an   authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as   provided by  Section 17.10), shall be entitled to the benefits of this Indenture or be valid or   obligatory for any purpose.  Such certificate by the Trustee (or such an authenticating agent)   upon any Note executed by the Company shall be conclusive evidence that the Note so   authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled   to the benefits of this Indenture.   In case any Officer of the Company who shall have signed any of the Notes shall cease to   be such Officer before the Notes so signed shall have been authenticated and delivered by the   Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and   delivered or disposed of as though the person who signed such Notes had not ceased to be such   Officer of the Company; and any Note may be signed on behalf of the Company by such persons   as, at the actual date of the execution of such Note, shall be the Officers of the Company,   although at the date of the execution of this Indenture any such person was not such an Officer.
 14   #86070305v8   Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer;   Depositary.  (a) The Company shall cause to be kept at the Corporate Trust Office a register (the   register maintained in such office or in any other office or agency of the Company designated   pursuant to  Section 4.02, the “Note Register”) in which, subject to such reasonable regulations   as it may prescribe, the Company shall provide for the registration of Notes and of transfers of   Notes.  Such register shall be in written form or in any form capable of being converted into   written form within a reasonable period of time.  The Trustee is hereby initially appointed the   “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.    The Company may appoint one or more co-Note Registrars in accordance with  Section 4.02.   Upon surrender for registration of transfer of any Note to the Note Registrar or any co-   Note Registrar, and satisfaction of the requirements for such transfer set forth in this  Section 2.05,   the Company shall execute, and the Trustee shall 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 and bearing such restrictive legends as may be required   by this Indenture.   Notes may be exchanged for other Notes of any authorized denominations and of a like   aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or   agency maintained by the Company pursuant to  Section 4.02.  Whenever any Notes are so   surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and   deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration   numbers not contemporaneously outstanding.   All Notes presented or surrendered for registration of transfer or for exchange, repurchase   or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-   Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of   transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its   attorney-in-fact duly authorized in writing.   No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any   co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but   the Company may require a Holder to pay a sum sufficient to cover any stamp, court, transfer or   documentary tax or any other excise or property tax required in connection therewith as a result   of the name of the Holder of new Notes issued upon such exchange or registration of transfer   being different from the name of the Holder of the old Notes surrendered for exchange or   registration of transfer.   None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be   required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a   portion of any Note is surrendered for conversion, such portion thereof surrendered for   conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not   withdrawn) in accordance with  Article 15 or (iii) any Notes selected for redemption in   accordance with  Article 16, except the unredeemed portion of any Note being redeemed in part.     All Notes issued upon any registration of transfer or exchange of Notes in accordance   with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and
 15   #86070305v8   entitled to the same benefits under this Indenture as the Notes surrendered upon such registration   of transfer or exchange.   (b) So long as the Notes are eligible for book-entry settlement with the Depositary,   unless otherwise required by law, subject to the fourth paragraph from the end of  Section 2.05(c),   all Notes shall be represented by one or more Notes in global form (each, a “Global Note”)   registered in the name of the Depositary or the nominee of the Depositary.  The transfer and   exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical   Note shall be effected through the Depositary (but not the Trustee or the Custodian) in   accordance with this Indenture (including the restrictions on transfer set forth herein) and the   procedures of the Depositary therefor.   (c) Every Note that bears or is required under this  Section 2.05(c) to bear the legend   set forth in this  Section 2.05(c) (together with any Common Stock issued upon conversion of the   Notes that is required to bear the legend set forth in  Section 2.05(d), collectively, the “Restricted   Securities”) shall be subject to the restrictions on transfer set forth in this  Section 2.05(c)   (including the legend set forth below), unless such restrictions on transfer shall be eliminated or   otherwise waived by written consent of the Company, and the Holder of each such Restricted   Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on   transfer.  As used in this  Section 2.05(c) and  Section 2.05(d), the term “transfer” encompasses   any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.   Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the   date that is one year after the last date of original issuance of the Notes, or such shorter period of   time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any,   as may be required by applicable law, any certificate evidencing such Note (and all securities   issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued   upon conversion thereof, which shall bear the legend set forth in  Section 2.05(d), if applicable)   shall bear a legend in substantially the following form (unless such Notes have been transferred   pursuant to a registration statement that has become or been declared effective under the   Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to   the exemption from registration provided by Rule 144 or any similar provision then in force   under the Securities Act, or unless otherwise agreed by the Company in writing, with written   notice thereof to the Trustee):   THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION   OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT   OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,   SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH   THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL   INTEREST HEREIN, THE ACQUIRER:   (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS   ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING   OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE   INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND
 16   #86070305v8   (2) AGREES FOR THE BENEFIT OF SCORPIO TANKERS INC. (THE   “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE   TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR   TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST   ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS   PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR   PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE   REQUIRED BY APPLICABLE LAW, EXCEPT:   (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR   (B) PURSUANT TO A REGISTRATION STATEMENT WHICH   HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR   (C) TO A QUALIFIED INSTITUTIONAL BUYER IN   COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR   (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION   PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER   AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS   OF THE SECURITIES ACT.   PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH   CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT   TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR   OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO   DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE   WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO   REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM   THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.   No transfer of any Note prior to the Resale Restriction Termination Date will be   registered by the Note Registrar unless the applicable box on the Form of Assignment and   Transfer has been checked.   Any Note (or security issued in exchange or substitution therefor) (i) as to which such   restrictions on transfer shall have expired in accordance with their terms, (ii) that has been   transferred pursuant to a registration statement that has become effective or been declared   effective under the Securities Act and that continues to be effective at the time of such transfer or   (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any   similar provision then in force under the Securities Act, may, upon surrender of such Note for   exchange to the Note Registrar in accordance with the provisions of this  Section 2.05, be   exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall   not bear the restrictive legend required by this  Section 2.05(c) and shall not be assigned a   restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to   so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii)   of the immediately preceding sentence have been satisfied, and, upon such instruction, the
 17   #86070305v8   Custodian shall so surrender such Global Note for exchange; and any new Global Note so   exchanged therefor shall not bear the restrictive legend specified in this  Section 2.05(c) and shall   not be assigned a restricted CUSIP number.  The Company shall promptly notify the Trustee in   writing upon the occurrence of the Resale Restriction Termination Date and promptly after a   registration statement, if any, with respect to the Notes or any Common Stock issued upon   conversion of the Notes has been declared effective under the Securities Act.   Notwithstanding any other provisions of this Indenture (other than the provisions set forth   in this  Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by   the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the   Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a   successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a   Global Note or a portion thereof for one or more Physical Notes in accordance with the second   immediately succeeding paragraph.   The Depositary shall be a clearing agency registered under the Exchange Act.  The   Company initially appoints The Depository Trust Company to act as Depositary with respect to   each Global Note.  Initially, each Global Note shall be issued to the Depositary, registered in the   name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as   custodian for Cede & Co.   If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or   unable to continue as depositary for the Global Notes and a successor depositary is not appointed   within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the   Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of   Default with respect to the Notes has occurred and is continuing and a beneficial owner of any   Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall   execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the   authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii),   a Physical Note to such beneficial owner in a principal amount equal to the principal amount of   such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of   clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a   portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such   Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the   Trustee such Global Notes shall be canceled.   Physical Notes issued in exchange for all or a part of the Global Note pursuant to   this  Section 2.05(c) shall be registered in such names and in such authorized denominations as   the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in   the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner,   shall instruct the Trustee.  Upon execution and authentication, the Trustee shall deliver such   Physical Notes to the Persons in whose names such Physical Notes are so registered.   At such time as all interests in a Global Note have been converted, canceled, repurchased,   redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee   in accordance with standing procedures and existing instructions between the Depositary and the   Custodian.  At any time prior to such cancellation, if any interest in a Global Note is exchanged
 18   #86070305v8   for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee   who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of   such Global Note, the principal amount of such Global Note shall, in accordance with the   standing procedures and instructions existing between the Depositary and the Custodian, be   appropriately reduced or increased, as the case may be, and an endorsement shall be made on   such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such   reduction or increase.   None of the Company, the Trustee or any agent of the Company or the Trustee shall have   any responsibility or liability for any aspect of the records relating to or payments made on   account of beneficial ownership interests of a Global Note or maintaining, supervising or   reviewing any records relating to such beneficial ownership interests.  Neither the Trustee nor   any agent shall have any responsibility or liability for any actions taken or not taken by the   Depositary with respect to a Global Note.   (d) Until the Resale Restriction Termination Date, any stock certificate representing   Common Stock issued upon conversion of a Note shall bear a legend in substantially the   following form (unless such Common Stock has been transferred pursuant to a registration   statement that has become or been declared effective under the Securities Act and that continues   to be effective at the time of such transfer, or pursuant to the exemption from registration   provided by Rule 144 or any similar provision then in force under the Securities Act, or such   Common Stock has been issued upon conversion of a Note that has transferred pursuant to a   registration statement that has become or been declared effective under the Securities Act and   that continues to be effective at the time of such transfer, or pursuant to the exemption from   registration provided by Rule 144 or any similar provision then in force under the Securities Act,   or unless otherwise agreed by the Company with written notice thereof to the Trustee and any   transfer agent for the Common Stock):   THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT   OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,   SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH   THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL   INTEREST HEREIN, THE ACQUIRER:   (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS   ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING   OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE   INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND    (2) AGREES FOR THE BENEFIT OF SCORPIO TANKERS INC. (THE   “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE   TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR   TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST   ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION   OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF   TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
 19   #86070305v8   SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS   MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:   (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR   (B) PURSUANT TO A REGISTRATION STATEMENT WHICH   HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR   (C) TO A QUALIFIED INSTITUTIONAL BUYER IN   COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR   (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION   PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER   AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS   OF THE SECURITIES ACT.   PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH   CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE   COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY   OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY   REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED   TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND   APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE   AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS   OF THE SECURITIES ACT.   Any such Common Stock (i) as to which such restrictions on transfer shall have expired   in accordance with their terms, (ii) that has been transferred pursuant to a registration statement   that has become or been declared effective under the Securities Act and that continues to be   effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from   registration provided by Rule 144 or any similar provision then in force under the Securities Act,   may, upon surrender of the certificates representing such shares of Common Stock for exchange   in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for   a new certificate or certificates for a like aggregate number of shares of Common Stock, which   shall not bear the restrictive legend required by this  Section 2.05(d).   (e) Any Note or Common Stock issued upon the conversion or exchange of a Note that   is repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of   the Company at any time during the three months preceding) may not be resold by such Affiliate   (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant   to an exemption from the registration requirements of the Securities Act in a transaction that   results in such Note or Common Stock, as the case may be, no longer being a “restricted   security” (as defined under Rule 144).  The Company shall cause any Note that is repurchased or   owned by it to be surrendered to the Trustee for cancellation in accordance with  Section 2.08.     Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes.  In case any Note shall become   mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its
 20   #86070305v8   written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate   and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in   exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so   destroyed, lost or stolen.  In every case the applicant for a substituted Note shall furnish to the   Company, to the Trustee and, if applicable, to such authenticating agent such security or   indemnity as may be required by them to save each of them harmless from any loss, liability,   cost or expense caused by or connected with such substitution, and, in every case of destruction,   loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to   such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such   Note and of the ownership thereof.   The Trustee or such authenticating agent may authenticate any such substituted Note and   deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and,   if applicable, such authenticating agent may require.  No service charge shall be imposed by the   Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the   issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to   cover any stamp, court, transfer or documentary tax or any other excise or property tax required   in connection therewith as a result of the name of the Holder of the new substitute Note being   different from the name of the Holder of the old Note that became mutilated or was destroyed,   lost or stolen.  In case any Note that has matured or is about to mature or has been surrendered   for required repurchase or is about to be converted in accordance with  Article 14 shall become   mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of   issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion   of the same (without surrender thereof except in the case of a mutilated Note), as the case may be,   if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and,   if applicable, to such authenticating agent such security or indemnity as may be required by them   to save each of them harmless for any loss, liability, cost or expense caused by or connected with   such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the   Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of   their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.   Every substitute Note issued pursuant to the provisions of this  Section 2.06 by virtue of   the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual   obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at   any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set   forth in) this Indenture equally and proportionately with any and all other Notes duly issued   hereunder.  To the extent permitted by law, all Notes shall be held and owned upon the express   condition that the foregoing provisions are exclusive with respect to the replacement, payment,   redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall   preclude any and all other rights or remedies notwithstanding any law or statute existing or   hereafter enacted to the contrary with respect to the replacement, payment, redemption,   conversion or repurchase of negotiable instruments or other securities without their surrender.   Section 2.07.  Temporary Notes.  Pending the preparation of Physical Notes, the   Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall,   upon written request of the Company, authenticate and deliver temporary Notes (printed or   lithographed).  Temporary Notes shall be issuable in any authorized denomination, and
 21   #86070305v8   substantially in the form of the Physical Notes but with such omissions, insertions and variations   as may be appropriate for temporary Notes, all as may be determined by the Company.  Every   such temporary Note shall be executed by the Company and authenticated by the Trustee or such   authenticating agent upon the same conditions and in substantially the same manner, and with   the same effect, as the Physical Notes.  Without unreasonable delay, the Company shall execute   and deliver to the Trustee or such authenticating agent Physical Notes (other than any Global   Note) and thereupon any or all temporary Notes (other than any Global Note) may be   surrendered in exchange therefor, at each office or agency maintained by the Company pursuant   to  Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in   exchange for such temporary Notes an equal aggregate principal amount of Physical Notes.    Such exchange shall be made by the Company at its own expense and without any charge   therefor.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same   benefits and subject to the same limitations under this Indenture as Physical Notes authenticated   and delivered hereunder.   Section 2.08.  Cancellation of Notes Paid, Converted, Etc.  The Company shall cause all   Notes surrendered for the purpose of payment, repurchase, redemption, registration of transfer or   exchange or conversion, if surrendered to any Person other than the Trustee (including any of the   Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation.    All Notes delivered to the Trustee shall be canceled promptly by it in the manner provided in this   Indenture, and no Notes shall be authenticated in exchange thereof except as expressly permitted   by any of the provisions of this Indenture.  The Trustee shall dispose of canceled Notes in   accordance with its customary procedures and, after such disposition, shall deliver a certificate of   such disposition to the Company, at the Company’s written request in a Company Order.     Section 2.09.  CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP”   numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all   notices issued to Holders as a convenience to such Holders; provided that the Trustee shall have   no liability for any defect in the “CUSIP” numbers as they appear on any Note, notice or   elsewhere; provided further that any such notice may state that no representation is made as to   the correctness of such numbers either as printed on the Notes or on such notice and that reliance   may be placed only on the other identification numbers printed on the Notes.  The Company   shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.     Section 2.10.  Additional Notes; Repurchases.  The Company may, without the consent   of the Holders and notwithstanding  Section 2.01, reopen this Indenture and issue additional   Notes hereunder with the same terms as the Notes initially issued hereunder (other than   differences in the issue price and interest accrued prior to the issue date of such additional Notes)   in an unlimited aggregate principal amount; provided that if any such additional Notes are not   fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such   additional Notes shall have a separate CUSIP number.  Prior to the issuance of any such   additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s   Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to   cover such matters, in addition to those required by  Section 17.05, as the Trustee shall   reasonably request.  In addition, the Company may, to the extent permitted by law, and directly   or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase   Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a
 22   #86070305v8   private or public tender or exchange offer or through counterparties to private agreements,   including by cash-settled swaps or other derivatives.  The Company shall cause any Notes so   repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to   be surrendered to the Trustee for cancellation in accordance with  Section 2.08.   ARTICLE 3   SATISFACTION AND DISCHARGE   Section 3.01.  Satisfaction and Discharge.  This Indenture shall upon request of the   Company contained in an Officer’s Certificate cease to be of further effect, and the Trustee, at   the expense of the Company, shall execute proper instruments acknowledging satisfaction and   discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other   than Notes which have been destroyed, lost or stolen and which have been replaced, paid or   converted as provided in  Section 2.06) have been delivered to the Trustee for cancellation; or (ii)   the Company has deposited with the Trustee or delivered to Holders, as applicable, after the   Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any   Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash and shares of   Common Stock (solely to satisfy the Company’s Conversion Obligation, if applicable), sufficient   to pay all of the outstanding Notes and all other sums due and payable (including any Additional   Amounts) under this Indenture by the Company; and (b) the Company has delivered to the   Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions   precedent herein provided for relating to the satisfaction and discharge of this Indenture have   been complied with.  Notwithstanding the satisfaction and discharge of this Indenture, the   obligations of the Company to the Trustee under  Section 7.06 shall survive.   ARTICLE 4   PARTICULAR COVENANTS OF THE COMPANY   Section 4.01.  Payment of Principal and Interest.  The Company covenants and agrees   that it will cause to be paid the principal (including the Redemption Price and the Fundamental   Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the   Notes at the places, at the respective times and in the manner provided herein and in the Notes.     Section 4.02.  Maintenance of Office or Agency.  The Company will maintain in the   Borough of Manhattan, The City of New York, an office or agency where the Notes may be   surrendered for registration of transfer or exchange or for presentation for payment or repurchase   (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to   or upon the Company in respect of the Notes and this Indenture may be served.  The Company   will give prompt written notice to the Trustee of the location, and any change in the location, of   such office or agency.  If at any time the Company shall fail to maintain any such required office   or agency or shall fail to furnish the Trustee with the address thereof, such presentations,   surrenders, notices and demands may be made or served at the Corporate Trust Office or the   office or agency of the Trustee in the Borough of Manhattan, The City of New York.
 23   #86070305v8   The Company may also from time to time designate as co-Note Registrars one or more   other offices or agencies where the Notes may be presented or surrendered for any or all such   purposes and may from time to time rescind such designations; provided that no such designation   or rescission shall in any manner relieve the Company of its obligation to maintain an office or   agency in the Borough of Manhattan, The City of New York, for such purposes.  The Company   will give prompt written notice to the Trustee of any such designation or rescission and of any   change in the location of any such other office or agency.  The terms “Paying Agent” and   “Conversion Agent” include any such additional or other offices or agencies, as applicable.   The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar,   Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the   Borough of Manhattan, The City of New York, where Notes may be surrendered for registration   of transfer or exchange or for presentation for payment or repurchase or for conversion and   where notices and demands to or upon the Company in respect of the Notes and this Indenture   may be served.     Section 4.03.  Appointments to Fill Vacancies in Trustee’s Office.  The Company,   whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner   provided in  Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder.   Section 4.04.  Provisions as to Paying Agent.  (a) If the Company shall appoint a Paying   Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver   to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the   provisions of this  Section 4.04:   (i) that it will hold all sums held by it as such agent for the payment of the   principal (including the Redemption Price and the Fundamental Change Repurchase Price,   if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of   the Holders of the Notes;   (ii) that it will give the Trustee prompt notice of any failure by the Company   to make any payment of the principal (including the Redemption Price and the   Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest   on, the Notes when the same shall be due and payable; and   (iii) that at any time during the continuance of an Event of Default, upon   request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.   The Company shall, on or before each due date of the principal (including the   Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued   and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such   principal (including the Redemption Price and the Fundamental Change Repurchase Price, if   applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the   Company will promptly notify the Trustee in writing of any failure to take such action; provided   that if such deposit is made on the due date, such deposit must be received by the Paying Agent   by 11:00 a.m., New York City time, on such date.
 24   #86070305v8   (b) If the Company shall act as its own Paying Agent, it will, on or before each due   date of the principal (including the Redemption Price and the Fundamental Change Repurchase   Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and   hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal   (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)   and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing   of any failure to take such action and of any failure by the Company to make any payment of the   principal (including the Redemption Price and the Fundamental Change Repurchase Price, if   applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and   payable.   (c) Anything in this  Section 4.04 to the contrary notwithstanding, the Company may, at   any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any   other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by   the Company or any Paying Agent hereunder as required by this  Section 4.04, such sums or   amounts to be held by the Trustee upon the trusts herein contained and upon such payment or   delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying   Agent shall be released from all further liability but only with respect to such sums or amounts.   (d) Any money and shares of Common Stock deposited with the Trustee or any Paying   Agent, or then held by the Company, in trust for the payment of the principal (including the   Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and   unpaid interest on and the consideration due upon conversion of any Note and remaining   unclaimed for two years after such principal (including the Redemption Price and the   Fundamental Change Repurchase Price, if applicable), interest or consideration due upon   conversion has become due and payable shall be paid to the Company on request of the   Company contained in an Officer’s Certificate, or (if then held by the Company) shall be   discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general   creditor, look only to the Company for payment thereof, and all liability of the Trustee or such   Paying Agent with respect to such trust money and shares of Common Stock, and all liability of   the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee and/or   the Paying Agent shall withhold paying such money or securities back to the Company until at   the Company’s expense, they publish (in no event later than five days after the Company   requests repayment) in a newspaper of general circulation in The City of New York, notice that   such money and shares of Common Stock remain unclaimed and that, after a date specified   therein, which shall not be less than 30 days from the date of such publication, any unclaimed   balance of such money and shares of Common Stock then remaining will be repaid or delivered   to the Company.   Section 4.05.  Existence.  Subject to  Article 11, the Company shall do or cause to be done   all things necessary to preserve and keep in full force and effect its corporate existence.   Section 4.06.  Rule 144A Information Requirement and Annual Reports.  (a)  At any time   the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so   long as any of the Notes or the shares of Common Stock issuable upon conversion thereof shall,   at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the   Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial
 25   #86070305v8   owner or prospective purchaser of such Notes or the shares of Common Stock issuable upon   conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4)   under the Securities Act to facilitate the resale of such Notes or shares of Common Stock   pursuant to Rule 144A.  The Company shall take such further action as any Holder or beneficial   owner of such Notes or such Common Stock may reasonably request to the extent from time to   time required to enable such Holder or beneficial owner to sell such Notes or shares of Common   Stock in accordance with Rule 144A, as such rule may be amended from time to time.   (b) The Company shall file with the Trustee, within 15 days after the same are required   to be filed with the Commission, copies of any documents or reports that the Company is   required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act   (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act).  Any such   document or report that the Company files with the Commission via the Commission’s EDGAR   system shall be deemed to be filed with the Trustee for purposes of this  Section 4.06(b) at the   time such documents are filed via the EDGAR system; provided that the Trustee shall have no   obligation whatsoever to determine whether or not such documents or reports have been filed   pursuant to the EDGAR system.     (c) Delivery of the reports and documents described in subsection  (b) above to the   Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute   constructive notice of any information contained therein or determinable from information   contained therein, including the Company’s compliance with any of its covenants hereunder (as   to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).   (d) If, at any time during the six-month period beginning on, and including, the date   that is six months after the last date of original issuance of the Notes, the Company fails to   timely file any document or report that it is required to file with the Commission pursuant to   Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace   periods thereunder), or the Notes are not otherwise freely tradable by Holders other than the   Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three   months preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this   Indenture or the Notes), the Company shall pay Additional Interest on the Notes.  Such   Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal   amount of the Notes outstanding for each day during such period for which the Company’s   failure to file has occurred and is continuing or the Notes are not otherwise freely tradable by   Holders other than the Company’s Affiliates (or Holders that have been the Company’s   Affiliates at any time during the three months preceding) without restrictions pursuant to U.S.   securities laws or the terms of this Indenture or the Notes.  As used in this Section 4.06(d),   documents or reports that the Company is required to “file” with the Commission pursuant to   Section 13 or 15(d) of the Exchange Act does not include documents or reports that the   Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.     (e) If, and for so long as, the restrictive legend on the Notes specified in  Section 2.05(c)   has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise   freely tradable by Holders other than the Company’s Affiliates or Holders that were the   Company’s Affiliates at any time during the three months preceding (without restrictions   pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day
 26   #86070305v8   after the last date of original issuance of the Notes, the Company shall pay Additional Interest on   the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until   the restrictive legend on the Notes has been removed in accordance with  Section 2.05(c), the   Notes are assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than   the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the   three months preceding) without restrictions pursuant to U.S. securities laws or the terms of this   Indenture or the Notes.     (f) Additional Interest will be payable in arrears on each Interest Payment Date   following accrual in the same manner as regular interest on the Notes.     (g) The Additional Interest that is payable in accordance with Section 4.06 (d) or   Section 4.06 (e) shall be in addition to, and not in lieu of, any Additional Interest that may be   payable as a result of the Company’s election pursuant to  Section 6.03.   (h) If Additional Interest is payable by the Company pursuant to Section 4.06 (d) or   Section 4.06 (e), the Company shall deliver to the Trustee an Officer’s Certificate to that effect   stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such   Additional Interest is payable.  Unless and until a Responsible Officer of the Trustee receives at   the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no   such Additional Interest is payable.  If the Company has paid Additional Interest directly to the   Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting   forth the particulars of such payment.   Section 4.07.  Stay, Extension and Usury Laws.  The Company covenants (to the extent   that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner   whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other   law that would prohibit or forgive the Company from paying all or any portion of the principal of   or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter   in force, or that may affect the covenants or the performance of this Indenture; and the Company   (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such   law, and covenants that it will not, by resort to any such law, hinder, delay or impede the   execution of any power herein granted to the Trustee, but will suffer and permit the execution of   every such power as though no such law had been enacted.   Section 4.08.  Compliance Certificate; Statements as to Defaults.  The Company shall   deliver to the Trustee within 120 days after the end of each fiscal year of the Company   (beginning with the fiscal year ending on December 31, 2014) an Officer’s Certificate stating   whether the signers thereof have knowledge of any failure by the Company to comply with all   conditions and covenants then required to be performed under this Indenture and, if so,   specifying each such failure and the nature thereof.   In addition, the Company shall deliver to the Trustee, as soon as possible, and in any   event within 30 days after the occurrence of any Event of Default or Default, an Officer’s   Certificate setting forth the details of such Event of Default or Default, its status and the action   that the Company is taking or proposing to take in respect thereof; provided that such Officer’s   Certificate shall not be required to the extent that such Event of Default or Default has been
 27   #86070305v8   cured or waived in accordance with this Indenture prior to the date on which such Officer’s   Certificate is due.   Section 4.09.  Further Instruments and Acts.  Upon request of the Trustee, the Company   will execute and deliver such further instruments and do such further acts as may be reasonably   necessary or proper to carry out more effectively the purposes of this Indenture.   ARTICLE 5   LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE   Section 5.01.  Lists of Holders.  The Company covenants and agrees that it will furnish or   cause to be furnished to the Trustee, semi-annually, not more than 15 days after each December   15 and June 15 in each year beginning with December 15, 2014, and at such other times as the   Trustee may request in writing, within 30 days after receipt by the Company of any such request   (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide   any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably   require of the names and addresses of the Holders as of a date not more than 15 days (or such   other date as the Trustee may reasonably request in order to so provide any such notices) prior to   the time such information is furnished, except that no such list need be furnished so long as the   Trustee is acting as Note Registrar.   Section 5.02.  Preservation and Disclosure of Lists.  The Trustee shall preserve, in as   current a form as is reasonably practicable, all information as to the names and addresses of the   Holders contained in the most recent list furnished to it as provided in  Section 5.01 or maintained   by the Trustee in its capacity as Note Registrar, if so acting.  The Trustee may destroy any list   furnished to it as provided in  Section 5.01 upon receipt of a new list so furnished.   ARTICLE 6   DEFAULTS AND REMEDIES   Section 6.01.  Events of Default.  Each of the following events shall be an “Event of   Default” with respect to the Notes:   (a) default in any payment of interest or Additional Amounts on any Note when due   and payable, and the default continues for a period of 30 days;   (b) default in the payment of principal of any Note when due and payable on the   Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of   acceleration or otherwise;   (c) failure by the Company to comply with its obligation to convert the Notes in   accordance with this Indenture upon exercise of a Holder’s conversion right;   (d) failure by the Company to issue a Fundamental Change Company Notice in   accordance with  Section 15.02(c) or notice of a specified corporate event in accordance with
 28   #86070305v8   Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due, and the failure continues for a period   of three calendar days;   (e) failure by the Company to comply with its obligations under  Article 11;   (f) failure by the Company for 60 days after written notice from the Trustee or the   Holders of at least 25% in principal amount of the Notes then outstanding has been received by   the Company to comply with any of its other agreements contained in the Notes or this Indenture;   (g) default by the Company or any Subsidiary of the Company with respect to any   mortgage, agreement or other instrument under which there may be outstanding, or by which   there may be secured or evidenced, any indebtedness for money borrowed in excess of   $25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any   such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting   in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to   pay the principal or interest of any such debt when due and payable at its stated maturity, upon   required repurchase, upon declaration of acceleration or otherwise;   (h) a final judgment or judgments for the payment of $25,000,000 (or its foreign   currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate   rendered against the Company or any Subsidiary of the Company, which judgment is not   discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has   expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been   extinguished;   (i) the Company or any Significant Subsidiary shall commence a voluntary case or   other proceeding seeking liquidation, reorganization or other relief with respect to the Company   or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar   law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,   custodian or other similar official of the Company or any such Significant Subsidiary or any   substantial part of its property, or shall consent to any such relief or to the appointment of or   taking possession by any such official in an involuntary case or other proceeding commenced   against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to   pay its debts as they become due; or   (j) an involuntary case or other proceeding shall be commenced against the Company   or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to   the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or   other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver,   liquidator, custodian or other similar official of the Company or such Significant Subsidiary or   any substantial part of its property, and such involuntary case or other proceeding shall remain   undismissed and unstayed for a period of 30 consecutive days.   Section 6.02.  Acceleration; Rescission and Annulment.  If one or more Events of Default   shall have occurred and be continuing (whatever the reason for such Event of Default and   whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any   judgment, decree or order of any court or any order, rule or regulation of any administrative or
 29   #86070305v8   governmental body), then, and in each and every such case (other than an Event of Default   specified in  Section 6.01(i) or  Section 6.01(j) with respect to the Company or any of its   Significant Subsidiaries), unless the principal of all of the Notes shall have already become due   and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of   the Notes then outstanding determined in accordance with  Section 8.04, by notice in writing to   the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and   accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any   such declaration the same shall become and shall automatically be immediately due and payable,   anything contained in this Indenture or in the Notes to the contrary notwithstanding.  If an Event   of Default specified in  Section 6.01(i) or  Section 6.01(j) with respect to the Company or any of   its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and   unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due   and payable.     The immediately preceding paragraph, however, is subject to the conditions that if, at any   time after the principal of the Notes shall have been so declared due and payable, and before any   judgment or decree for the payment of the monies due shall have been obtained or entered as   hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to   pay installments of accrued and unpaid interest upon all Notes and the principal of any and all   Notes that shall have become due otherwise than by acceleration (with interest on overdue   installments of accrued and unpaid interest to the extent that payment of such interest is   enforceable under applicable law, and on such principal at the rate borne by the Notes plus one   percent at such time) and amounts due to the Trustee pursuant to  Section 7.06, and if (1)   rescission would not conflict with any judgment or decree of a court of competent jurisdiction   and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of   the principal of and accrued and unpaid interest, if any, on Notes that shall have become due   solely by such acceleration, shall have been cured or waived pursuant to  Section 6.09, then and   in every such case (except as provided in the immediately succeeding sentence) the Holders of a   majority in aggregate principal amount of the Notes then outstanding, by written notice to the   Company and to the Trustee, may waive all Defaults or Events of Default with respect to the   Notes and rescind and annul such declaration and its consequences and 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 or rescission and annulment shall extend to or shall   affect any subsequent Default or Event of Default, or shall impair any right consequent thereon.    Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment   shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment   of the principal (including the Redemption Price and the Fundamental Change Repurchase Price,   if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any   Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due   upon conversion of the Notes.   Section 6.03.  Additional Interest.  Notwithstanding anything in this Indenture or in the   Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default   relating to the Company’s failure to comply with its obligations as set forth in  Section 4.06(b)   shall after the occurrence of such an Event of Default consist exclusively of the right to receive   Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal amount of
 30   #86070305v8   the Notes outstanding for each day during the 60-day period on which such Event of Default is   continuing beginning on, and including, the date on which such an Event of Default first occurs.   Additional Interest payable pursuant to this  Section 6.03 shall be in addition to, not in lieu of,   any Additional Interest payable pursuant to  Section 4.06(d) or  Section 4.06(e). If the Company   so elects, such Additional Interest shall be payable in the same manner and on the same dates as   the stated interest payable on the Notes.  On the 61st day after such Event of Default (if the   Event of Default relating to the Company’s failure to file is not cured or waived prior to such   61st day), the Notes shall be immediately subject to acceleration as provided in  Section 6.02.    The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the   occurrence of any Event of Default other than the Company’s failure to comply with its   obligations as set forth in  Section 4.06(b).  In the event the Company does not elect to pay   Additional Interest following an Event of Default in accordance with this  Section 6.03 or the   Company elected to make such payment but does not pay the Additional Interest when due, the   Notes shall be immediately subject to acceleration as provided in  Section 6.02.   In order to elect to pay Additional Interest as the sole remedy during the first 60 days   after the occurrence of any Event of Default described in the immediately preceding paragraph,   the Company must notify all Holders of the Notes, the Trustee and the Paying Agent in writing   of such election prior to the beginning of such 60-day period.  Upon the failure to timely give   such notice, the Notes shall be immediately subject to acceleration as provided in  Section 6.02.   Section 6.04.  Payments of Notes on Default; Suit Therefor.  If an Event of Default   described in clause  (a) or  (b) of  Section 6.01 shall have occurred, the Company shall, upon   demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole   amount then due and payable on the Notes for principal and interest, if any, with interest on any   overdue principal and interest, if any, at the rate borne by the Notes plus one percent at such time,   and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to   the Trustee under  Section 7.06.  If the Company shall fail to pay such amounts forthwith upon   such demand, the Trustee, in its own name and as trustee of an express trust, may institute a   judicial proceeding for the collection of the sums so due and unpaid, may prosecute such   proceeding to judgment or final decree and may enforce the same against the Company or any   other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the   manner provided by law out of the property of the Company or any other obligor upon the Notes,   wherever situated.   In the event there shall be pending proceedings for the bankruptcy or for the   reorganization of the Company or any other obligor on the Notes under Title 11 of the United   States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy   or reorganization, liquidator, sequestrator or similar official shall have been appointed for or   taken possession of the Company or such other obligor, the property of the Company or such   other obligor, or in the event of any other judicial proceedings relative to the Company or such   other obligor upon the Notes, or to the creditors or property of the Company or such other   obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and   payable as therein expressed or by declaration or otherwise and irrespective of whether the   Trustee shall have made any demand pursuant to the provisions of this  Section 6.04, shall be   entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a   claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in
 31   #86070305v8   respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and   other papers or documents and to take such other actions as it may deem necessary or advisable   in order to have the claims of the Trustee (including any claim for the reasonable compensation,   expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders   allowed in such judicial proceedings relative to the Company or any other obligor on the Notes,   its or their creditors, or its or their property, and to collect and receive any monies or other   property payable or deliverable on any such claims, and to distribute the same after the deduction   of any amounts due to the Trustee under  Section 7.06; and any receiver, assignee or trustee in   bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by   each of the Holders to make such payments to the Trustee, as administrative expenses, and, in   the event that the Trustee shall consent to the making of such payments directly to the Holders,   to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and   disbursements, including agents and counsel fees, and including any other amounts due to the   Trustee under  Section 7.06, incurred by it up to the date of such distribution.  To the extent that   such payment of reasonable compensation, expenses, advances and disbursements out of the   estate in any such proceedings 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, monies,   securities and other property that the Holders of the Notes may be entitled to receive in such   proceedings, whether in liquidation or under any plan of reorganization or arrangement or   otherwise.   Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent   to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,   adjustment or composition affecting such Holder 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.   All rights of action and of asserting claims under this Indenture, or under any of the   Notes, may be enforced by the Trustee without the possession of any of the Notes, or the   production thereof at any trial or other proceeding relative thereto, and any such suit or   proceeding instituted by the Trustee shall be brought in its own name as trustee of an express   trust, and any recovery of judgment shall, after provision for the payment of the reasonable   compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be   for the ratable benefit of the Holders of the Notes.   In any proceedings brought by the Trustee (and in any proceedings involving the   interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee   shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any   Holders of the Notes parties to any such proceedings.   In case the Trustee shall have proceeded to enforce any right under this Indenture and   such proceedings shall have been discontinued or abandoned because of any waiver pursuant   to  Section 6.09 or any rescission and annulment pursuant to  Section 6.02 or for any other reason   or shall have been determined adversely to the Trustee, then and in every such case the Company,   the Holders and the Trustee shall, subject to any determination in such proceeding, be restored   respectively to their several positions and rights hereunder, and all rights, remedies and powers   of the Company, the Holders and the Trustee shall continue as though no such proceeding had   been instituted.
 32   #86070305v8   Section 6.05.  Application of Monies Collected by Trustee.  Any monies collected by the   Trustee pursuant to this  Article 6 with respect to the Notes shall be applied in the following order,   at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of   the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender   thereof, if fully paid:   First, to the payment of all amounts due the Trustee under  Section 7.06;   Second, in case the principal of the outstanding Notes shall not have become due and be   unpaid, to the payment of interest on, and any cash due upon conversion of, the Notes in default   in the order of the date due of the payments of such interest and cash due upon conversion, as the   case may be, with interest (to the extent that such interest has been collected by the Trustee)   upon such overdue payments at the rate borne by the Notes at such time, plus one percent, such   payments to be made ratably to the Persons entitled thereto;   Third, in case the principal of the outstanding Notes shall have become due, by   declaration or otherwise, and be unpaid to the payment of the whole amount (including, if   applicable, the payment of the Redemption Price and the Fundamental Change Repurchase Price   and any cash due upon conversion) then owing and unpaid upon the Notes for principal and   interest, if any, with interest on the overdue principal and, to the extent that such interest has   been collected by the Trustee, upon overdue installments of interest at the rate borne by the   Notes at such time plus one percent, and in case such monies shall be insufficient to pay in full   the whole amounts so due and unpaid upon the Notes, then to the payment of such principal   (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price   and the cash due upon conversion) and interest without preference or priority of principal over   interest, or of interest over principal or of any installment of interest over any other installment   of interest, or of any Note over any other Note, ratably to the aggregate of such principal   (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price   and any cash due upon conversion) and accrued and unpaid interest; and   Fourth, to the payment of the remainder, if any, to the Company.   Section 6.06.  Proceedings by Holders.  Except to enforce the right to receive payment of   principal (including, if applicable, the Redemption Price and the Fundamental Change   Repurchase Price) or interest when due, or the right to receive payment or delivery of the   consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by   availing of any provision of this Indenture to institute any suit, action or proceeding in equity or   at law upon or under or with respect to this Indenture, or for the appointment of a receiver,   trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:    (a) such Holder previously shall have given to the Trustee written notice of an Event of   Default and of the continuance thereof, as herein provided;   (b) Holders of at least 25% in aggregate principal amount of the Notes then   outstanding shall have made written request upon the Trustee to institute such action, suit or   proceeding in its own name as Trustee hereunder;
 33   #86070305v8   (c) such Holders shall have offered to the Trustee such security or indemnity   satisfactory to it against any loss, liability or expense to be incurred therein or thereby;   (d) the Trustee for 60 days after its receipt of such notice, request and offer of such   security or indemnity, shall have neglected or refused to institute any such action, suit or   proceeding; and    (e) no direction that, in the opinion of the Trustee, is inconsistent with such written   request shall have been given to the Trustee by the Holders of a majority of the aggregate   principal amount of the Notes then outstanding within such 60-day period pursuant to  Section   6.09,    it being understood and intended, and being expressly covenanted by the taker and Holder of   every Note with every other taker and Holder and the Trustee that no one or more Holders shall   have any right in any manner whatever by virtue of or by availing of any provision of this   Indenture to affect, disturb or prejudice the rights of any other Holder (it being understood that   the Trustee does not have an affirmative duty to ascertain whether or not such actions or   forbearances are unduly prejudicial to such Holders), or to obtain or seek to obtain priority over   or preference to any other such Holder, or to enforce any right under this Indenture, except in the   manner herein provided and for the equal, ratable and common benefit of all Holders (except as   otherwise provided herein).  For the protection and enforcement of this  Section 6.06, each and   every Holder and the Trustee shall be entitled to such relief as can be given either at law or in   equity.   Notwithstanding any other provision of this Indenture and any provision of any Note, the   right of any Holder to receive payment or delivery, as the case may be, of (x) the principal   (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)   of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of,   such Note, on or after the respective due dates expressed or provided for in such Note or in this   Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case   may be, on or after such respective dates against the Company shall not be impaired or affected   without the consent of such Holder.   Section 6.07.  Proceedings by Trustee.  In case of an Event of Default, the Trustee may in   its discretion proceed to protect and enforce the rights vested in it by this Indenture by such   appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either   by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the   specific enforcement of any covenant or agreement contained in this Indenture or in aid of the   exercise of any power granted in this Indenture, or to enforce any other legal or equitable right   vested in the Trustee by this Indenture or by law.   Section 6.08.  Remedies Cumulative and Continuing.  Except as provided in the last   paragraph of  Section 2.06, all powers and remedies given by this  Article 6 to the Trustee or to   the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any   thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes,   by judicial proceedings or otherwise, to enforce the performance or observance of the covenants   and agreements contained in this Indenture, and no delay or omission of the Trustee or of any   Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of
 34   #86070305v8   Default shall impair any such right or power, or shall be construed to be a waiver of any such   Default or Event of Default or any acquiescence therein; and, subject to the provisions of  Section   6.06, every power and remedy given by this  Article 6 or by law to the Trustee or to the Holders   may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or   by the Holders.   Section 6.09.  Direction of Proceedings and Waiver of Defaults by Majority of Holders.    The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding   determined in accordance with  Section 8.04 shall have the right to direct the time, method and   place of conducting any proceeding for any remedy available to the Trustee or exercising any   trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a)   such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the   Trustee may take any other action deemed proper by the Trustee that is not inconsistent with   such direction.  The Trustee may refuse to follow any direction that it determines is unduly   prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.    The Holders of a majority in aggregate principal amount of the Notes at the time outstanding   determined in accordance with  Section 8.04 may on behalf of the Holders of all of the Notes   waive any past Default or Event of Default hereunder and its consequences except (i) a default in   the payment of accrued and unpaid interest, if any, on, or the principal (including any   Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that   has not been cured pursuant to the provisions of  Section 6.01, (ii) a failure by the Company to   pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a   default in respect of a covenant or provision hereof which under  Article 10 cannot be modified or   amended without the consent of each Holder of an outstanding Note affected.  Upon any such   waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former   positions and rights hereunder; but no such waiver shall extend to any subsequent or other   Default or Event of Default or impair any right consequent thereon.  Whenever any Default or   Event of Default hereunder shall have been waived as permitted by this  Section 6.09, said   Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to   have been cured and to be not continuing; but no such waiver shall extend to any subsequent or   other Default or Event of Default or impair any right consequent thereon.   Section 6.10.  Notice of Defaults.  The Trustee shall, within 90 days after the occurrence   and continuance of a Default of which a Responsible Officer has actual knowledge, send to all   Holders as the names and addresses of such Holders appear upon the Note Register, notice of all   Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived   before the giving of such notice; provided that, except in the case of a Default in the payment of   the principal of (including the Redemption Price and the Fundamental Change Repurchase Price,   if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or   delivery of the consideration due upon conversion, the Trustee shall be protected in withholding   such notice if and so long as a committee of trust officers of the Trustee in good faith determines   that the withholding of such notice is in the interests of the Holders.   Section 6.11.  Undertaking to Pay Costs.  All parties to this Indenture agree, and each   Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may,   in its discretion, require, in any suit for the enforcement of any right or remedy under this   Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
 35   #86070305v8   filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that   such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and   expenses, against any party litigant in such suit, having due regard to the merits and good faith of   the claims or defenses made by such party litigant; provided that the provisions of this  Section   6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any   suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in   principal amount of the Notes at the time outstanding determined in accordance with  Section   8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal   of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the   Redemption Price, and the Fundamental Change Repurchase Price, if applicable) on or after the   due date expressed or provided for in such Note or to any suit for the enforcement of the right to   convert any Note, or receive the consideration due upon conversion, in accordance with the   provisions of  Article 14.   ARTICLE 7   CONCERNING THE TRUSTEE   Section 7.01.  Duties and Responsibilities of Trustee.  The Trustee, prior to the   occurrence of an Event of Default and after the curing or waiver of all Events of Default that   may have occurred, undertakes to perform such duties and only such duties as are specifically set   forth in this Indenture.  In the event an Event of Default has occurred and is continuing, the   Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the   same degree of care and skill in its exercise, as a prudent person would exercise or use under the   circumstances in the conduct of such person’s own affairs; provided that if an Event of Default   occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or   powers under this Indenture at the request or direction of any of the Holders unless such Holders   have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or   expense that might be incurred by it in compliance with such request or direction.   No provision of this Indenture shall be construed to relieve the Trustee from liability for   its own negligent action, its own negligent failure to act or its own willful misconduct, except   that:   (a) prior to the occurrence of an Event of Default and after the curing or waiving of all   Events of Default that may have occurred:   (i) the duties and obligations of the Trustee shall be determined solely by the   express provisions of this Indenture, and the Trustee shall not be liable except for the   performance of such duties and obligations as are specifically set forth in this Indenture   and no implied covenants or obligations shall be read into this Indenture against the   Trustee; and   (ii) in the absence of bad faith or willful misconduct on the part of the Trustee,   the Trustee may conclusively rely, as to the truth of the statements and the correctness of   the opinions expressed therein, upon any certificates or opinions furnished to the Trustee   and conforming to the requirements of this Indenture; but, in the case of any such
 36   #86070305v8   certificates or opinions that by any provisions hereof are specifically required to be   furnished to the Trustee, the Trustee shall be under a duty to examine the same to   determine whether or not they conform to the requirements of this Indenture (but need   not confirm or investigate the accuracy of any mathematical calculations or other facts   stated therein);   (b) consistent with  Section 7.07, the Trustee shall not be liable for any error of   judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall   be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;   (c) the Trustee shall not be liable with respect to any action taken or omitted to be   taken by it in good faith in accordance with the direction of the Holders of not less than a   majority of the aggregate principal amount of the Notes at the time outstanding determined as   provided in  Section 8.04 relating to the time, method and place of conducting any proceeding for   any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,   under this Indenture;   (d) whether or not therein provided, every provision of this Indenture relating to the   conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the   provisions of this Section;   (e) the Trustee shall not be liable in respect of any payment (as to the correctness of   amount, entitlement to receive or any other matters relating to payment) or notice effected by the   Company or any Paying Agent or any records maintained by any co-Note Registrar with respect   to the Notes;   (f) if any party fails to deliver a notice relating to an event the fact of which, pursuant   to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on   its failure to receive such notice as reason to act as if no such event occurred, unless a    Responsible Officer of the Trustee had actual knowledge of such event;   (g) in the absence of specific written investment direction from the Company, all cash   received by the Trustee shall be placed in a non-interest bearing trust account, and in no event   shall the Trustee be liable for the selection of investments or for investment losses incurred   thereon or for losses incurred as a result of the liquidation of any such investment prior to its   maturity date or the failure of the party directing such investments prior to its maturity date or   the failure of the party directing such investment to provide timely written investment direction,   and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the   absence of such specific written investment direction from the Company; and   (h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying   Agent, Conversion Agent or transfer agent hereunder, the rights and protections afforded to the   Trustee pursuant to this  Article 7, including, without limitation, its right to be indemnified, shall   also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer   agent.
 37   #86070305v8   None of the provisions contained in this Indenture shall require the Trustee to expend or   risk its own funds or otherwise incur personal financial liability in the performance of any of its   duties or in the exercise of any of its rights or powers.   Section 7.02.  Reliance on Documents, Opinions, Etc.  Except as otherwise provided   in  Section 7.01:   (a) the Trustee may conclusively rely and shall be fully protected in acting upon any   resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,   bond, note, coupon or other paper or document, whether sent by letter, email, facsimile or other   electronic communication, believed by it in good faith to be genuine and to have been signed or   presented by the proper party or parties, even if it contains errors or is later deemed not authentic;   (b) any request, direction, order or demand of the Company mentioned herein shall be   sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be   herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a   copy thereof certified by the Secretary or an Assistant Secretary of the Company;   (c) the Trustee may consult with counsel and require an Opinion of Counsel and any   advice of such counsel or Opinion of Counsel shall be full and complete authorization and   protection in respect of any action taken or omitted by it hereunder in good faith and in   accordance with such advice or Opinion of Counsel, and the Trustee shall not be responsible for   the content of any Opinion of Counsel in connection with this Indenture, whether delivered to it   or on its behalf;   (d) 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 or other paper or document, but the Trustee, in its   discretion, may make such further inquiry or investigation into such facts or matters as it may see   fit, 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 Company, personally or by agent or   attorney at the expense of the Company and shall incur no liability of any kind by reason of such   inquiry or investigation;   (e) the Trustee may execute any of the trusts or powers hereunder or perform any   duties hereunder either directly or by or through agents, custodians, nominees or attorneys and   the Trustee shall not be responsible for any misconduct or negligence on the part of any agent,   custodian, nominee or attorney appointed by it with due care hereunder;   (f) the permissive rights of the Trustee enumerated herein shall not be construed as   duties;   (g) the Trustee shall not be required to give any bond or surety in respect of the   performance of its powers and duties hereunder;
 38   #86070305v8   (h) the Holders shall not have the right to compel disclosure of information made   available to the Trustee in connection with this Indenture, unless otherwise required by   applicable law or the express terms of this Indenture;   (i) the Trustee shall have the right to participate in defense of any claim against it,   even if defense is assumed by an indemnifying party; provided, however, that such indemnifying   party shall not be obligated to pay fees and expenses of more than one attorney or firm in any   jurisdiction acting on behalf of the Trustee;   (j) the Trustee shall have no duty to make any documents available to the Holders,   unless otherwise required by applicable law or the express terms of this Indenture; provided that   the Trustee shall provide a copy of this Indenture to a Holder upon proof that such Person is a   Holder; and   (k) the Trustee may request that the Company deliver a certificate setting forth the   names of individuals and/or titles of officers authorized at such time to take specified actions   pursuant to this Indenture.   In no event shall the Trustee be liable for any special, indirect, punitive or consequential   loss or damage of any kind whatsoever (including but not limited to lost profits), even if the   Trustee has been advised of the likelihood of such loss or damage and regardless of the form of   action.  The Trustee shall not be charged with knowledge of any Default or Event of Default with   respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such   Default or Event of Default or (2) written notice of such Default or Event of Default shall have   been received by the Trustee at its Corporate Trust Office by the Company or by any Holder of   the Notes, and such notice references the Notes and this Indenture.   Section 7.03.  No Responsibility for Recitals, Etc.  The recitals contained herein and in   the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of   the Company, and the Trustee assumes no responsibility for the correctness of the same.  The   Trustee makes no representations as to the validity or sufficiency of this Indenture or of the   Notes or other transaction documents.  The Trustee shall not be accountable for the use or   application by the Company of any Notes or the proceeds of any Notes authenticated and   delivered by the Trustee in conformity with the provisions of this Indenture.   Section 7.04.  Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note   Registrar May Own Notes.  The Trustee, any Paying Agent, any Conversion Agent, Bid   Solicitation Agent (if other than the Company) or Note Registrar, in its individual or any other   capacity, may become the owner or pledgee of Notes with the same rights it would have if it   were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.   Section 7.05.  Monies and Shares of Common Stock to Be Held in Trust.  All monies and   shares of Common Stock received by the Trustee shall, until used or applied as herein provided,   be held in trust for the purposes for which they were received.  Money and shares of Common   Stock held by the Trustee in trust hereunder need not be segregated from other funds except to   the extent required by law.  The Trustee shall be under no liability for interest on any money or   shares of Common Stock received by it hereunder except as may be agreed from time to time by
 39   #86070305v8   the Company and the Trustee in writing, and the Trustee and will not be deemed an investment   manager.   Section 7.06.  Compensation and Expenses of Trustee.  The Company covenants and   agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such   compensation for all services rendered by it hereunder in any capacity (which shall not be   limited by any provision of law in regard to the compensation of a trustee of an express trust) as   mutually agreed to in writing between the Trustee and the Company, and the Company will pay   or reimburse the Trustee upon its request for all reasonable expenses, disbursements and   advances reasonably incurred or made by the Trustee in accordance with any of the provisions of   this Indenture in any capacity thereunder (including the reasonable compensation and the   expenses and disbursements of its agents and counsel and of all Persons not regularly in its   employ) except any such expense, disbursement or advance as shall have been caused by its   negligence or willful misconduct.  The Company also covenants to indemnify the Trustee in any   capacity under this Indenture and any other document or transaction entered into in connection   herewith and its agents and any authenticating agent for, and to hold them harmless against, any   loss, claim, damage, liability or expense incurred without negligence or willful misconduct on   the part of the Trustee, its officers, directors, agents or employees, or such agent or   authenticating agent, as the case may be, and arising out of or in connection with the acceptance   or administration of this Indenture or in any other capacity hereunder, including the costs and   expenses of defending themselves against any claim of liability in the premises.  The obligations   of the Company under this  Section 7.06 to compensate or indemnify the Trustee and to pay or   reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior   claim to which the Notes are hereby made subordinate on all money or property held or collected   by the Trustee, except, subject to the effect of  Section 6.05, funds held in trust herewith for the   benefit of the Holders of particular Notes.  The Trustee’s right to receive payment of any   amounts due under this  Section 7.06 shall not be subordinate to any other liability or   indebtedness of the Company.  The obligation of the Company under this  Section 7.06 shall   survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or   the Trustee.  The Company need not pay for any settlement made without its consent, which   consent shall not be unreasonably withheld.  The indemnification provided in this  Section 7.06   shall extend to the officers, directors, agents and employees of the Trustee.   Without prejudice to any other rights available to the Trustee under applicable law, when   the Trustee and its agents and any authenticating agent incur expenses or render services after an   Event of Default specified in  Section 6.01(i) or  Section 6.01(j) occurs, the expenses and the   compensation for the services are intended to constitute expenses of administration under any   bankruptcy, insolvency or similar laws.   Section 7.07.  Officer’s Certificate as Evidence.  Except as otherwise provided in  Section   7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it   necessary or desirable that a matter be proved or established prior to taking or omitting any   action hereunder, such matter (unless other evidence in respect thereof be herein specifically   prescribed) may, in the absence of negligence and willful misconduct on the part of the Trustee,   be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the   Trustee, and such Officer’s Certificate, in the absence of negligence and willful misconduct on
 40   #86070305v8   the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it   under the provisions of this Indenture upon the faith thereof.   Section 7.08.  Eligibility of Trustee.  There shall at all times be a Trustee hereunder which   shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act   were applicable hereto) to act as such and has a combined capital and surplus of at least   $50,000,000.  If such Person publishes reports of condition at least annually, pursuant to law or   to the requirements of any supervising or examining authority, then for the purposes of this   Section, the combined capital and surplus of such Person shall be deemed to be its combined   capital and surplus as set forth in its most recent report of condition so published.  If at any time   the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall   resign immediately in the manner and with the effect hereinafter specified in this Article.   Section 7.09.  Resignation or Removal of Trustee.  (a) The Trustee may at any time resign   by giving written notice of such resignation to the Company and by mailing notice thereof to the   Holders at their addresses as they shall appear on the Note Register.  Upon receiving such notice   of resignation, the Company shall promptly appoint a successor trustee by written instrument, in   duplicate, executed by order of the Board of Directors, one copy of which instrument shall be   delivered to the resigning Trustee and one copy to the successor trustee.  If no successor trustee   shall have been so appointed and have accepted appointment within 60 days after the mailing of   such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’   notice to the Company and the Holders, petition, at the expense of the Company, any court of   competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a   bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture)   may, subject to the provisions of  Section 6.11, on behalf of himself or herself and all others   similarly situated, petition any such court for the appointment of a successor trustee.  Such court   may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a   successor trustee.   (b) In case at any time any of the following shall occur:   (i) the Trustee shall cease to be eligible in accordance with the provisions   of  Section 7.08 and shall fail to resign after written request therefor by the Company or   by any such Holder, or   (ii) the Trustee shall become incapable of acting, or shall be adjudged a   bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or   any public officer shall take charge or control of the Trustee or of its property or affairs   for the purpose of rehabilitation, conservation or liquidation,   then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a   successor trustee by written instrument, in duplicate, executed by order of the Board of Directors,   one copy of which instrument shall be delivered to the Trustee so removed and one copy to the   successor trustee, or, subject to the provisions of  Section 6.11, any Holder who has been a bona   fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on   behalf of himself or herself and all others similarly situated, petition any court of competent   jurisdiction for the removal of the Trustee and the appointment of a successor trustee.  Such
 41   #86070305v8   court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the   Trustee and appoint a successor trustee. If the Trustee is removed, but no successor trustee has   been appointed and accepted such appointment, the removed Trustee may, upon the terms and   conditions and otherwise as in  Section 7.09(a) provided, petition, at the expense of the Company,   any court of competent jurisdiction for an appointment of a successor trustee.   (c) The Holders of a majority in aggregate principal amount of the Notes at the time   outstanding, as determined in accordance with  Section 8.04, may at any time remove the Trustee   and nominate a successor trustee that shall be deemed appointed as successor trustee unless   within ten days after notice to the Company of such nomination the Company objects thereto, in   which case the Trustee so removed or any Holder, upon the terms and conditions and otherwise   as in  Section 7.09(a) provided, may petition any court of competent jurisdiction for an   appointment of a successor trustee.   (d) Any resignation or removal of the Trustee and appointment of a successor trustee   pursuant to any of the provisions of this  Section 7.09 shall become effective upon acceptance of   appointment by the successor trustee as provided in  Section 7.10.   Section 7.10.  Acceptance by Successor Trustee.  Any successor trustee appointed as   provided in  Section 7.09 shall execute, acknowledge and deliver to the Company and to its   predecessor trustee an instrument accepting such appointment hereunder, and thereupon the   resignation or removal of the predecessor trustee shall become effective and such successor   trustee, without any further act, deed or conveyance, shall become vested with all the rights,   powers, duties and obligations of its predecessor hereunder, with like effect as if originally   named as Trustee herein; but, nevertheless, on the written request of the Company or of the   successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it   pursuant to the provisions of  Section 7.06, execute and deliver an instrument transferring to such   successor trustee all the rights and powers of the trustee so ceasing to act.  Upon request of any   such successor trustee, the Company shall execute any and all instruments in writing for more   fully and certainly vesting in and confirming to such successor trustee all such rights and powers.    Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby   made subordinate on all money or property held or collected by such trustee as such, except for   funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due   it pursuant to the provisions of  Section 7.06.   No successor trustee shall accept appointment as provided in this  Section 7.10 unless at   the time of such acceptance such successor trustee shall be eligible under the provisions   of  Section 7.08.   Upon acceptance of appointment by a successor trustee as provided in this  Section 7.10,   each of the Company and the successor trustee, at the written direction and at the expense of the   Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to   the Holders at their addresses as they shall appear on the Note Register.  If the Company fails to   mail such notice within ten days after acceptance of appointment by the successor trustee, the   successor trustee shall cause such notice to be mailed at the expense of the Company.
 42   #86070305v8   Section 7.11.  Succession by Merger, Etc.  Any corporation or other entity into which the   Trustee may be merged or converted or with which it may be consolidated, or any corporation or   other entity resulting from any merger, conversion or consolidation to which the Trustee shall be   a party, or any corporation or other entity succeeding to all or substantially all of the corporate   trust business of the Trustee (including the administration of this Indenture), shall be the   successor to the Trustee hereunder without the execution or filing of any paper or any further act   on the part of any of the parties hereto; provided that in the case of any corporation or other   entity succeeding to all or substantially all of the corporate trust business of the Trustee such   corporation or other entity shall be eligible under the provisions of  Section 7.08.   In case at the time such successor to the Trustee shall succeed to the trusts created by this   Indenture, any of the Notes shall have been authenticated but not delivered, any such successor   to the Trustee may adopt the certificate of authentication of any predecessor trustee or   authenticating agent appointed by such predecessor trustee, and deliver such Notes so   authenticated; and in case at that time any of the Notes shall not have been authenticated, any   successor to the Trustee or an authenticating agent appointed by such successor trustee may   authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of   the successor trustee; and in all such cases such certificates shall have the full force which it is   anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have;   provided, however, 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.   Section 7.12.  Trustee’s Application for Instructions from the Company.  Any application   by the Trustee for written instructions from the Company (other than with regard to any action   proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders   of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any   action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or   after which such action shall be taken or such omission shall be effective.  The Trustee shall not   be liable to the Company for any action taken by, or omission of, the Trustee in accordance with   a proposal included in such application on or after the date specified in such application (which   date shall not be less than three Business Days after the date any officer that the Company has   indicated to the Trustee should receive such application actually receives such application, unless   any such officer shall have consented in writing to any earlier date), unless, prior to taking any   such action (or the effective date in the case of any omission), the Trustee shall have received   written instructions in accordance with this Indenture in response to such application specifying   the action to be taken or omitted.   ARTICLE 8   CONCERNING THE HOLDERS   Section 8.01.  Action by Holders.  Whenever in this Indenture it is provided that the   Holders of a specified percentage of the aggregate principal amount of the Notes may take any   action (including the making of any demand or request, the giving of any notice, consent or   waiver or the taking of any other action), the fact that at the time of taking any such action, the
 43   #86070305v8   Holders of such specified percentage have joined therein may be evidenced (a) by any instrument   or any number of instruments of similar tenor executed by Holders in person or by agent or   proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any   meeting of Holders duly called and held in accordance with the provisions of  Article 9, or (c) by   a combination of such instrument or instruments and any such record of such a meeting of   Holders.  Whenever the Company or the Trustee solicits the taking of any action by the Holders   of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of   such solicitation, a date as the record date for determining Holders entitled to take such action.    The record date if one is selected shall be not more than fifteen days prior to the date of   commencement of solicitation of such action.   Section 8.02.  Proof of Execution by Holders.  Subject to the provisions of  Section   7.01,  Section 7.02 and  Section 9.05, proof of the execution of any instrument by a Holder or its   agent or proxy shall be sufficient if made in accordance with such reasonable rules and   regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the   Trustee.  The holding of Notes shall be proved by the Note Register or by a certificate of the   Note Registrar.  The record of any Holders’ meeting shall be proved in the manner provided   in  Section 9.06.   Section 8.03.  Who Are Deemed Absolute Owners.  The Company, the Trustee, any   authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar may   deem the Person in whose name a Note shall be registered upon the Note Register to be, and may   treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and   notwithstanding any notation of ownership or other writing thereon made by any Person other   than the Company or any Note Registrar) for the purpose of receiving payment of or on account   of the principal of and (subject to  Section 2.03) accrued and unpaid interest on such Note, for   conversion of such Note and for all other purposes under this Indenture; and neither the   Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note   Registrar shall be affected by any notice to the contrary.  All such payments or deliveries so   made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the   sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the   liability for monies payable or shares of Common Stock deliverable upon any such Note.    Notwithstanding anything to the contrary in this Indenture or the Notes following an Event of   Default, any holder of a beneficial interest in a Global Note may directly enforce against the   Company, without the consent, solicitation, proxy, authorization or any other action of the   Depositary or any other Person, such holder’s right to exchange such beneficial interest for a   Note in certificated form in accordance with the provisions of this Indenture.   Section 8.04.  Company-Owned Notes Disregarded.  In determining whether the Holders   of the requisite aggregate principal amount of Notes have concurred in any direction, consent,   waiver or other action under this Indenture, Notes that are owned by the Company, by any   Subsidiary thereof or by any Person directly or indirectly controlling or controlled by or under   direct or indirect common control with the Company or any Subsidiary thereof shall be   disregarded and deemed not to be outstanding for the purpose of any such determination;   provided that for the purposes of determining whether the Trustee shall be protected in relying   on any such direction, consent, waiver or other action only Notes that a Responsible Officer   actually knows are so owned shall be so disregarded.  Notes so owned that have been pledged in
 44   #86070305v8   good faith may be regarded as outstanding for the purposes of this  Section 8.04 if the pledgee   shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such   Notes and that the pledgee is not the Company, a Subsidiary thereof or a Person directly or   indirectly controlling or controlled by or under direct or indirect common control with the   Company or a Subsidiary thereof.  In the case of a dispute as to such right, any decision by the   Trustee taken upon the advice of counsel shall be full protection to the Trustee.  Upon request of   the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing   and identifying all Notes, if any, known by the Company to be owned or held by or for the   account of any of the above described Persons; and, subject to  Section 7.01, the Trustee shall be   entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth   and of the fact that all Notes not listed therein are outstanding for the purpose of any such   determination.   Section 8.05.  Revocation of Consents; Future Holders Bound.  At any time prior to (but   not after) the evidencing to the Trustee, as provided in  Section 8.01, of the taking of any action   by the Holders of the percentage of the aggregate principal amount of the Notes specified in this   Indenture in connection with such action, any Holder of a Note that is shown by the evidence to   be included in the Notes the Holders of which have consented to such action may, by filing   written notice with the Trustee at its Corporate Trust Office and upon proof of holding as   provided in  Section 8.02, revoke such action so far as concerns such Note.  Except as aforesaid,   any such action taken by the Holder of any Note shall be conclusive and binding upon such   Holder and upon all future Holders and owners of such Note and of any Notes issued in   exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether   any notation in regard thereto is made upon such Note or any Note issued in exchange or   substitution therefor or upon registration of transfer thereof.   ARTICLE 9   HOLDERS’ MEETINGS   Section 9.01.  Purpose of Meetings.  A meeting of Holders may be called at any time and   from time to time pursuant to the provisions of this  Article 9 for any of the following purposes:   (a) to give any notice to the Company or to the Trustee or to give any directions to the   Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of   Default hereunder (in each case, as permitted under this Indenture) and its consequences, or to   take any other action authorized to be taken by Holders pursuant to any of the provisions   of  Article 6;   (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions   of  Article 7;   (c) to consent to the execution of an indenture or indentures supplemental hereto   pursuant to the provisions of  Section 10.02; or
 45   #86070305v8   (d) to take any other action authorized to be taken by or on behalf of the Holders of any   specified aggregate principal amount of the Notes under any other provision of this Indenture or   under applicable law.   Section 9.02.  Call of Meetings by Trustee.  The Trustee may at any time call a meeting   of Holders to take any action specified in  Section 9.01, to be held at such time and at such place   as the Trustee shall determine.  Notice of every meeting of the Holders, setting forth the time and   the place of such meeting and in general terms the action proposed to be taken at such meeting   and the establishment of any record date pursuant to  Section 8.01, shall be mailed to Holders of   such Notes at their addresses as they shall appear on the Note Register.  Such notice shall also be   mailed to the Company.  Such notices shall be mailed not less than 20 nor more than 90 days   prior to the date fixed for the meeting.   Any meeting of Holders shall be valid without notice if the Holders of all Notes then   outstanding are present in person or by proxy or if notice is waived before or after the meeting by   the Holders of all Notes then outstanding, and if the Company and the Trustee are either present   by duly authorized representatives or have, before or after the meeting, waived notice.   Section 9.03.  Call of Meetings by Company or Holders.  In case at any time the   Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate   principal amount of the Notes then outstanding, shall have requested the Trustee to call a   meeting of Holders, by written request setting forth in reasonable detail the action proposed to be   taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20   days after receipt of such request, then the Company or such Holders may determine the time   and the place for such meeting and may call such meeting to take any action authorized   in  Section 9.01, by mailing notice thereof as provided in  Section 9.02.   Section 9.04.  Qualifications for Voting.  To be entitled to vote at any meeting of Holders   a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such meeting   or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more   Notes on the record date pertaining to such meeting.  The only Persons who shall be entitled to   be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such   meeting and their counsel and any representatives of the Trustee and its counsel and any   representatives of the Company and its counsel.   Section 9.05.  Regulations.  Notwithstanding any other provisions of this Indenture, the   Trustee may make such reasonable regulations as it may deem advisable for any meeting of   Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in   regard to the appointment and duties of inspectors of votes, the submission and examination of   proxies, certificates and other evidence of the right to vote, and such other matters concerning   the conduct of the meeting as it shall think fit.   The Trustee shall, by an instrument in writing, appoint a temporary chairman of the   meeting, unless the meeting shall have been called by the Company or by Holders as provided   in  Section 9.03, in which case the Company or the Holders calling the meeting, as the case may   be, shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent
 46   #86070305v8   secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate   principal amount of the Notes represented at the meeting and entitled to vote at the meeting.   Subject to the provisions of  Section 8.04, at any meeting of Holders each Holder or   proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or   represented by him or her; provided, however, that no vote shall be cast or counted at any   meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the   meeting to be not outstanding.  The chairman of the meeting shall have no right to vote other   than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the   proxy to vote on behalf of other Holders.  Any meeting of Holders duly called pursuant to the   provisions of  Section 9.02 or  Section 9.03 may be adjourned from time to time by the Holders of   a majority of the aggregate principal amount of Notes represented at the meeting, whether or not   constituting a quorum, and the meeting may be held as so adjourned without further notice.   Section 9.06.  Voting.  The vote upon any resolution submitted to any meeting of Holders   shall be by written ballot on which shall be subscribed the signatures of the Holders or of their   representatives by proxy and the outstanding aggregate principal amount of the Notes held or   represented by them.  The permanent chairman of the meeting shall appoint two inspectors of   votes who shall count all votes cast at the meeting for or against any resolution and who shall   make and file with the secretary of the meeting their verified written reports in duplicate of all   votes cast at the meeting.  A record in duplicate of the proceedings of each meeting of Holders   shall be prepared by the secretary of the meeting and there shall be attached to said record the   original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by   one or more Persons having knowledge of the facts setting forth a copy of the notice of the   meeting and showing that said notice was mailed as provided in  Section 9.02.  The record shall   show the aggregate principal amount of the Notes voting in favor of or against any resolution.    The record shall be signed and verified by the affidavits of the permanent chairman and secretary   of the meeting and one of the duplicates shall be delivered to the Company and the other to the   Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the   meeting.   Any record so signed and verified shall be conclusive evidence of the matters therein   stated.   Section 9.07.  No Delay of Rights by Meeting.  Nothing contained in this  Article 9 shall   be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or   any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay   in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders   under any of the provisions of this Indenture or of the Notes.   ARTICLE 10   SUPPLEMENTAL INDENTURES   Section 10.01.  Supplemental Indentures without Consent of Holders.  The Company,   when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s
 47   #86070305v8   expense, may from time to time and at any time enter into an indenture or indentures   supplemental hereto for one or more of the following purposes:   (a) to cure any ambiguity, omission, defect or inconsistency;   (b) to provide for the assumption by a Successor Company of the obligations of the   Company under this Indenture pursuant to  Article 11;   (c) to add guarantees with respect to the Notes;   (d) to secure the Notes;   (e) to add to the covenants or Events of Default of the Company for the benefit of the   Holders or surrender any right or power conferred upon the Company;   (f) to make any change that does not materially adversely affect the rights of any   Holder;   (g) in connection with any Merger Event, provide that the notes are convertible into   Reference Property, subject to the provisions of  Section 14.02, and make such related changes to   the terms of the Notes to the extent expressly required by  Section 14.07; or   (h) to conform the provisions of this Indenture or the Notes to the “Description of   notes” section of the Offering Memorandum, as set forth in an Officer’s Certificate.   Upon the written request of the Company, the Trustee is hereby authorized to join with   the Company in the execution of any such supplemental indenture, to make any further   appropriate agreements and stipulations that may be therein contained, but the Trustee shall not   be obligated to, but may in its discretion, enter into any supplemental indenture that affects the   Trustee’s own rights, duties or immunities under this Indenture or otherwise.   Any supplemental indenture authorized by the provisions of this  Section 10.01 may be   executed by the Company and the Trustee without the consent of the Holders of any of the Notes   at the time outstanding, notwithstanding any of the provisions of  Section 10.02.   Section 10.02.  Supplemental Indentures with Consent of Holders.  With the consent   (evidenced as provided in  Article 8) of the Holders of at least a majority of the aggregate   principal amount of the Notes then outstanding (determined in accordance with  Article 8 and   including, without limitation, consents obtained in connection with a repurchase of, or tender or   exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of   Directors and the Trustee, at the Company’s expense, may from time to time and at any time   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   any supplemental indenture or of modifying in any manner the rights of the Holders; provided,   however, that, without the consent of each Holder of an outstanding Note affected, no such   supplemental indenture shall:   (a) reduce the amount of Notes whose Holders must consent to an amendment;
 48   #86070305v8   (b) reduce the rate of or extend the stated time for payment of interest on any Note;   (c) reduce the principal of or extend the Maturity Date of any Note;   (d) make any change that adversely affects the conversion rights of any Notes;   (e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any   Note or amend or modify in any manner adverse to the Holders the Company’s obligation to   make such payments, whether through an amendment or waiver of provisions in the covenants,   definitions or otherwise;   (f) make any Note payable in a currency, or at a place of payment, other than that   stated in the Note;   (g) change the ranking of the Notes;    (h) impair the right of any Holder to receive payment of principal and interest on such   Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any   payment on or with respect to such Holder’s Notes;    (i) change the Company’s obligation to pay Additional Amounts on any Note in a   manner adverse to Holders of the Notes; or   (j) make any change in this  Article 10 that requires each Holder’s consent or in the   waiver provisions in  Section 6.02 or  Section 6.09.   Upon the written request of the Company, and upon the filing with the Trustee of   evidence of the consent of Holders as aforesaid and subject to  Section 10.05, the Trustee shall   join with the Company in the execution of such supplemental indenture unless such   supplemental indenture affects the Trustee’s own rights, duties or immunities under this   Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated   to, enter into such supplemental indenture.   Holders do not need under this  Section 10.02 to approve the particular form of any   proposed supplemental indenture.  It shall be sufficient if such Holders approve the substance   thereof.  After any such supplemental indenture becomes effective, the Company shall mail to   the Holders a notice briefly describing such supplemental indenture. However, the failure to give   such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of   the supplemental indenture.   Section 10.03.  Effect of Supplemental Indentures.  Upon the execution of any   supplemental indenture pursuant to the provisions of this  Article 10, this Indenture and the Notes   shall be and be deemed to be modified and amended in accordance therewith and the respective   rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee,   the Company and the Holders shall thereafter be determined, exercised and enforced hereunder   subject in all respects to such modifications and amendments and all the terms and conditions of   any such supplemental indenture shall be and be deemed to be part of the terms and conditions of   this Indenture for any and all purposes.
 49   #86070305v8   Section 10.04.  Notation on Notes.  Notes authenticated and delivered after the execution   of any supplemental indenture pursuant to the provisions of this  Article 10 may, at the   Company’s expense, bear a notation in form approved by the Trustee as to any matter provided   for in such supplemental indenture.  If the Company or the Trustee shall so determine, new Notes   so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any   modification of this Indenture contained in any such supplemental indenture may, at the   Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or   an authenticating agent duly appointed by the Trustee pursuant to  Section 17.10) and delivered in   exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.   Section 10.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished   Trustee.  In addition to the documents required by  Section 17.05, the Trustee shall receive an   Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental   indenture executed pursuant hereto complies with the requirements of this  Article 10 and is   permitted or authorized by this Indenture, and is the legal, valid and binding obligation of the   Company, enforceable in accordance with its terms.   ARTICLE 11   CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE   Section 11.01.  Company May Consolidate, Etc. on Certain Terms.  Subject to the   provisions of  Section 11.02, the Company shall not consolidate with, merge with or into, or sell,   convey, transfer or lease all or substantially all of its properties and assets to another Person,   unless:   (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the   Company, shall be a corporation organized and existing under the laws of the Republic of the   Marshall Islands, the United States of America, any State of the Unites States of America or the   District of Columbia, the Commonwealth of the Bahamas, the Commonwealth of Bermuda,   Cyprus, Norway or the United Kingdom and the Successor Company (if not the Company) shall   expressly assume, by supplemental indenture all of the obligations of the Company under the   Notes and this Indenture (including, for the avoidance of doubt, the obligations to pay Additional   Amounts as set forth in  Article 13); and   (b) immediately after giving effect to such transaction, no Default or Event of Default   shall have occurred and be continuing under this Indenture.   For purposes of this  Section 11.01, the sale, conveyance, transfer or lease of all or   substantially all of the properties and assets of one or more Subsidiaries of the Company to   another Person, which properties and assets, if held by the Company instead of such Subsidiaries,   would constitute all or substantially all of the properties and assets of the Company on a   consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or   substantially all of the properties and assets of the Company to another Person.   Section 11.02.  Successor Corporation to Be Substituted.  In case of any such   consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the
 50   #86070305v8   Successor Company, by supplemental indenture, executed and delivered to the Trustee and   satisfactory in form to the Trustee, of the due and punctual payment of the principal of and   accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the   case may be, of any consideration due upon conversion of the Notes and the due and punctual   performance of all of the covenants and conditions of this Indenture to be performed by the   Company, such Successor Company (if not the Company) shall succeed to and, except in the   case of a lease of all or substantially all of the Company’s properties and assets, shall be   substituted for the Company, with the same effect as if it had been named herein as the party of   the first part.  Such Successor Company thereupon may cause to be signed, and may issue either   in its own name or in the name of the Company any or all of the Notes issuable hereunder which   theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon   the order of such Successor Company instead of the Company and subject to all the terms,   conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall   deliver, or cause to be authenticated and delivered, any Notes that previously shall have been   signed and delivered by the Officer of the Company to the Trustee for authentication, and any   Notes that such Successor Company 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.  In the event of any such consolidation, merger, sale, conveyance or transfer   (but not in the case of a lease), upon compliance with this  Article 11 the Person named as the   “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have   become such in the manner prescribed in this  Article 11) may be dissolved, wound up and   liquidated at any time thereafter and, except in the case of a lease, such Person shall be released   from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture   and the Notes.   In case of any such consolidation, merger, sale, conveyance, transfer or lease, such   changes in phraseology and form (but not in substance) may be made in the Notes thereafter to   be issued as may be appropriate.   Section 11.03.  Opinion of Counsel to Be Given to Trustee.  No such consolidation,   merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an   Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such   consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a   supplemental indenture is required in connection with such transaction, such supplemental   indenture, complies with the provisions of this  Article 11.   ARTICLE 12   IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS   Section 12.01.  Indenture and Notes Solely Corporate Obligations.  No recourse for the   payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based   thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant   or agreement of the Company in this Indenture or in any supplemental indenture or in any Note,
 51   #86070305v8   nor because of the creation of any indebtedness represented thereby, shall be had against any   incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past,   present or future, of the Company or of any successor corporation, either directly or through the   Company or any successor corporation, whether by virtue of any constitution, statute or rule of   law, or by the enforcement of any assessment or penalty or otherwise; it being expressly   understood that all such liability is hereby expressly waived and released as a condition of, and   as a consideration for, the execution of this Indenture and the issue of the Notes.   ARTICLE 13   ADDITIONAL AMOUNTS    Section 13.01.  Additional Amounts.  (a) All payments made by or on behalf of the   Company 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 tax, duty, levy, impost,   assessment or other governmental charge (including penalties, interest and other liabilities   related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by   law or by regulation or government policy having the force of law.  If any deduction or   withholding for, or on account of, any Taxes imposed or levied by or on behalf of the   government of the Republic of the Marshall Islands or any political subdivision or any authority   or agency therein or thereof having power to tax, or any other jurisdiction in which the Company   (including any Successor Company) is organized or does business or is otherwise resident for tax   purposes, or any jurisdiction from or through which payment is made or deemed made (including,   without limitation, the jurisdiction of each Paying Agent) (each a “Specified Tax Jurisdiction”),   shall at any time be required to be made from any payments made under or with respect to the   Notes, the Company shall pay such additional amounts (the “Additional Amounts”) as may be   necessary so that the net amount received in respect of such payments by a beneficial owner of   Notes after such withholding or deduction (and after withholding or deducting any Taxes on the   Additional Amounts) will not be less than the amount such beneficial owner would have   received if such Taxes had not been withheld or deducted; provided, however, that the foregoing   obligation to pay Additional Amounts does not apply to:   (i) any Taxes that would not have been so imposed but for the Holder or   beneficial owner of the Notes having any present or former connection with the Specified   Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or   receipt of payment in respect of the Notes);   (ii) any estate, inheritance, gift, sales, excise, transfer, personal property Tax   or similar Tax;   (iii) any Taxes payable other than by deduction or withholding from payments   under, or with respect to, the Notes;   (iv) any Taxes imposed as a result of the failure of the Holder or beneficial   owner of the Notes to complete, execute and deliver to the Company any form or   document to the extent applicable to such Holder or beneficial owner that may be   required by law or by reason of administration of such law and that is reasonably
 52   #86070305v8   requested in writing to be delivered to the Company in order to enable the Company to   make payments on the Notes without deduction or withholding for Taxes, or with   deduction or withholding of a lesser amount, which form or document shall be delivered   within 60 days of a written request therefor by the Company;   (v) any Taxes that would not have been so imposed but for the beneficiary of   the payment having presented a Note for payment (in cases in which presentation is   required) more than 30 days after the date on which such payment or such Note became   due and payable or the date on which payment thereof is duly provided for, whichever is   later (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);   (vi) any Taxes imposed on or with respect to any payment by the Company to   the Holder if such Holder is a fiduciary or partnership or Person other than the sole   beneficial owner of such payment, to the extent that a beneficiary or settlor with respect   to such fiduciary, a member of such partnership or the beneficial owner of such payment   would not have been entitled to Additional Amounts had such beneficiary, settlor,   member or beneficial owner been the actual Holder of such Note;   (vii) any Taxes that are required to be deducted or withheld on a payment   pursuant to European Council Directive 2003/48/EC or any law implementing, or   introduced in order to conform to, such directive; or   (viii) any combination of items (i) through (vii) above.   (b) If the Company becomes aware that it will be obligated to pay Additional Amounts   with respect to any payment under or with respect to the Notes, the Company shall deliver to the   Trustee and Paying Agent at least 30 days prior to the date of such payment (unless the   obligation to pay Additional Amounts arises after the 30th day prior to such payment date, in   which case the Company shall notify the Trustee and Paying Agent promptly thereafter but in no   event later than five calendar days prior to the date of payment) an Officer’s Certificate stating   the fact that Additional Amounts will be payable and the amount so payable.  The Officer’s   Certificate shall also set forth any other information necessary to enable the Paying Agent to pay   Additional Amounts to Holders on the relevant payment date.  The Trustee and Paying Agent   shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such   payments are necessary.  The Company shall provide the Trustee and Paying Agent with   documentation reasonably satisfactory to the Trustee and Paying Agent evidencing the payment   of Additional Amounts.   (c) The Company shall make all withholdings and deductions required by law and   shall remit the full amount deducted or withheld to the relevant governmental authority on a   timely basis in accordance with applicable law.  As soon as practicable, the Company shall   provide the Trustee and Paying Agent with an official receipt or, if official receipts are not   obtainable, other documentation reasonably satisfactory to the Trustee and Paying Agent   evidencing the payment of the Taxes so withheld or deducted.  Upon written request, copies of   those receipts or other documentation, as the case may be, shall be made available by the Trustee   and Paying Agent to the Holders of the Notes.
 53   #86070305v8   (d) Whenever there is referenced, in any context, the delivery of Common Stock or   other Reference Property and/or payments of cash, in each case, upon conversion of any Note or   the payment of amounts based upon the principal amount of the Notes (including the   Redemption Price and the Fundamental Change Repurchase Price, in each case, if applicable) or   of principal, interest or any other amount or consideration payable or deliverable, as the case   may be, under, or with respect to, the Notes, such reference will be deemed to include payment   of Additional Amounts as described under this  Article 13 to the extent that, in such context,   Additional Amounts are, were or would be payable in respect thereof.   (e) The Company shall indemnify a Holder, within 10 Business Days after written   demand therefor, for the full amount of any Taxes paid by such Holder to a governmental   authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of   any obligation of the Company to withhold or deduct an amount on account of Taxes for which   the Company would have been obligated to pay Additional Amounts under this Indenture and   any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether   or not such Taxes were correctly or legally imposed or asserted by the relevant governmental   authority.  An official receipt, or if official receipts are not obtainable, other documentation   evidencing the amount of such payment or liability delivered to the Company by a Holder shall   be conclusive absent manifest error.   (f) The Company shall pay any present or future stamp, court, transfer or documentary   taxes or any other excise or property taxes, charges or similar levies that arise from the execution,   delivery, enforcement or registration of the Notes, this Indenture or any other document or   instrument in relation thereof, or the receipt of any payments with respect to the Notes, and the   Company shall indemnify the Holders for any such taxes paid by such Holders.   (g) As used in this  Article 13, any “payment” under or in connection with the Notes   includes the delivery of Common Stock or other Reference Property and/or payments of cash, in   each case, upon conversion of any Note, the payment of amounts based upon the principal   amount of the Notes (including the Redemption Price and the Fundamental Change Repurchase   Price, in each case, if applicable) and the payment of principal, interest and any other amount or   consideration payable or deliverable, as the case may be, under, or with respect to, the Notes.   Section 13.02.  Obligations to Survive.  The obligations described in this  Article 13 shall   survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any   jurisdiction in which any Successor Company is organized or any political subdivision or   authority or agency thereof or therein.   ARTICLE 14   CONVERSION OF NOTES   Section 14.01.  Conversion Privilege.  (a) Subject to and upon compliance with the   provisions of this  Article 14, each Holder of a Note shall have the right, at such Holder’s option,   to convert all or any portion (if the portion to be converted is $1,000 principal amount or an   integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described   in  Section 14.01(b), at any time prior to the close of business on the Business Day immediately
 54   #86070305v8   preceding January 1, 2019 under the circumstances and during the periods set forth in  Section   14.01(b), and (ii) regardless of the conditions described in  Section 14.01(b), at any time on or   after January 1, 2019 and prior to the close of business on the Business Day immediately   preceding the Maturity Date, in each case, at an initial conversion rate of 82.0075 shares of   Common Stock (subject to adjustment as provided in this  Article 14, the “Conversion Rate”)   per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement   provisions of  Section 14.02, the “Conversion Obligation”).   (b) (i) Prior to the close of business on the Business Day immediately preceding   January 1, 2019, a Holder may surrender all or any portion of its Notes for conversion at any   time during the five Business Day period immediately after any five consecutive Trading Day   period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of   Notes, as determined following a request by a Holder of Notes in accordance with this subsection   (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the   Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading   Day.  The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this   subsection (b)(i) and the definition of Trading Price set forth in this Indenture.  The Company   shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three   independent nationally recognized securities dealers selected by the Company pursuant to the   definition of Trading Price, along with appropriate contact information for each.  The Bid   Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading   Price per $1,000 principal amount of Notes unless the Company has requested such   determination, and the Company shall have no obligation to make such request (or, if the   Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine   the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company   with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be   less than 98% of the product of the Last Reported Sale Price of the Common Stock and the   Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent (if other   than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the   Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on   the next Trading Day and on each successive Trading Day until the Trading Price per $1,000   principal amount of Notes is greater than or equal to 98% of the product of the Last Reported   Sale Price of the Common Stock and the Conversion Rate.  If (x) the Company is not acting as   Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to   determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in   the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and   the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid   Solicitation Agent and the Company fails to make such determination when obligated as   provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal   amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale   Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.  If the   Trading Price condition set forth above has been met, the Company shall so notify the Holders,   the Trustee and the Conversion Agent (if other than the Trustee) in writing.  If, at any time after   the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal   amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of
 55   #86070305v8   the Common Stock and the Conversion Rate for such date, the Company shall so notify the   Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.     (ii) If, prior to the close of business on the Business Day immediately   preceding January 1, 2019, the Company elects to:   (A) issue to all or substantially all holders of the Common Stock any   rights, options or warrants entitling them, for a period of not more than 45   calendar days after the announcement date of such issuance, to subscribe for or   purchase shares of the Common Stock at a price per share that is less than the   average of the Last Reported Sale Prices of the Common Stock for the 10   consecutive Trading Day period ending on, and including, the Trading Day   immediately preceding the date of announcement of such issuance; or   (B) distribute to all or substantially all holders of the Common Stock   the Company’s assets, securities or rights to purchase securities of the Company,   which distribution has a per share value, as reasonably determined by the Board   of Directors, exceeding 10% of the Last Reported Sale Price of the Common   Stock on the Trading Day preceding the date of announcement for such   distribution,   then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the   Conversion Agent (if other than the Trustee) in writing at least 10 Scheduled Trading Days prior   to the Record Date for such issuance or distribution.  Once the Company has given such notice, a   Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of   (1) the close of business on the Record Date for such issuance or distribution and (2) the   Company’s announcement that such issuance or distribution will not take place, in each case,   even if the Notes are not otherwise convertible at such time.   (iii) If a transaction or event that constitutes a Fundamental Change or a Make-   Whole Fundamental Change occurs prior to the close of business on the Business Day   immediately preceding January 1, 2019, regardless of whether a Holder has the right to   require the Company to repurchase the Notes pursuant to  Section 15.02, or if the   Company is a party to a consolidation, merger, binding share exchange, or transfer or   lease of all or substantially all of its assets, in each case, pursuant to which the Common   Stock would be converted into cash, securities or other assets, all or any portion of a   Holder’s Notes may be surrendered for conversion at any time from or after the date that   is 10 Scheduled Trading Days prior to the anticipated effective date of the transaction (or,   if later, the Business Day after the Company gives notice of such transaction) until 35   Trading Days after the actual effective date of such transaction or, if such transaction also   constitutes a Fundamental Change, until the related Fundamental Change Repurchase   Date.  The Company shall notify Holders, the Trustee and the Conversion Agent (if other   than the Trustee) in writing (i) as promptly as practicable following the date the Company   publicly announces such transaction but in no event less than 10 Scheduled Trading Days   prior to the anticipated effective date of such transaction or (ii) if the Company does not   have knowledge of such transaction at least 10 Scheduled Trading Days prior to the   anticipated effective date of such transaction, within one Business Day of the date upon
 56   #86070305v8   which the Company receives notice, or otherwise becomes aware, of such transaction, but   in no event later than the actual effective date of such transaction.   (iv) Prior to the close of business on the Business Day immediately preceding   January 1, 2019, a Holder may surrender all or any portion of its Notes for conversion at   any time during any calendar quarter commencing after the calendar quarter ending on   September 30, 2014 (and only during such calendar quarter), if the Last Reported Sale   Price of the Common Stock for at least 15 Trading Days (whether or not consecutive)   during the period of 25 consecutive Trading Days ending on the last Trading Day of the   immediately preceding calendar quarter is greater than or equal to 130% of the   Conversion Price on each applicable Trading Day.  The Conversion Agent, on behalf of   the Company, shall determine at the beginning of each calendar quarter commencing   after September 30, 2014 whether the Notes may be surrendered for conversion in   accordance with this clause  (iv) and shall notify the Company and the Trustee if the   Notes become convertible in accordance with this clause (iv).   (v) If the Company calls any or all of the Notes for redemption pursuant   to  Article 16 prior to the close of business on the Business Day immediately preceding   January 1, 2019, then a Holder may surrender all or any portion of its Notes for   conversion at any time prior to the close of business on the Scheduled Trading Day prior   to the Redemption Date, even if the Notes are not otherwise convertible at such time.    After that time, the right to convert shall expire, unless the Company defaults in the   payment of the Redemption Price, in which case a Holder of Notes may convert its Notes   until the Redemption Price has been paid or duly provided for.   Section 14.02.  Conversion Procedure; Settlement Upon Conversion.     (a) Upon conversion of any Note, the Company shall deliver to the converting Holder,   in respect of each $1,000 principal amount of Notes being converted, a number of shares of   Common Stock equal to the Conversion Rate, together with a cash payment, if applicable, in lieu   of delivering any fractional share of Common Stock in accordance with subsection  (j) of   this  Section 14.02, on the third Business Day immediately following the relevant Conversion   Date.   (b) Subject to  Section 14.02(e), before any Holder of a Note shall be entitled to convert   a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the   procedures of the Depositary in effect at that time and, if required, pay funds equal to interest   payable on the next Interest Payment Date to which such Holder is not entitled as set forth   in  Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and   deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of   Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion   Agent and state in writing therein the principal amount of Notes to be converted and the name or   names (with addresses) in which such Holder wishes the certificate or certificates for the shares   of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered,   (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by   appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if   required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds
 57   #86070305v8   equal to interest payable on the next Interest Payment Date to which such Holder is not entitled   as set forth in  Section 14.02(h).  The Trustee (and if different, the Conversion Agent) shall notify   the Company of any conversion pursuant to this  Article 14 on the Conversion Date for such   conversion.  No Notice of Conversion with respect to any Notes may be surrendered by a Holder   thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the   Company in respect of such Notes and has not validly withdrawn such Fundamental Change   Repurchase Notice in accordance with  Section 15.03.   If more than one Note shall be surrendered for conversion at one time by the same Holder,   the Conversion Obligation with respect to such Notes shall be computed on the basis of the   aggregate principal amount of the Notes (or specified portions thereof to the extent permitted   thereby) so surrendered.   (c) A Note shall be deemed to have been converted immediately prior to the close of   business on the date (the “Conversion Date”) that the Holder has complied with the   requirements set forth in subsection  (b) above.  The Company shall issue or cause to be issued,   and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees,   certificates or a book-entry transfer through the Depositary for the full number of shares of   Common Stock to which such Holder shall be entitled in satisfaction of the Company’s   Conversion Obligation.   (d) In case any Note shall be surrendered for partial conversion, the Company shall   execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder   of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate   principal amount equal to the unconverted portion of the surrendered Note, without payment of   any service charge by the converting Holder but, if required by the Company or Trustee, with   payment of a sum sufficient to cover any stamp, court, transfer or documentary tax or any other   excise or property tax required by law or that may be imposed in connection therewith as a result   of the name of the Holder of the new Notes issued upon such conversion being different from the   name of the Holder of the old Notes surrendered for such conversion.   (e) If a Holder submits a Note for conversion, the Company shall pay any stamp, court,   transfer or documentary tax or any other excise or property tax due on the issuance of any shares   of Common Stock upon conversion, unless the tax is due because the Holder requests such   shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay   that tax.  The Conversion Agent may refuse to deliver the certificates representing the shares of   Common Stock being issued in a name other than the Holder’s name until the Trustee receives a   sum sufficient to pay any tax that is due by such Holder in accordance with the immediately   preceding sentence.     (f) Except as provided in  Section 14.04, no adjustment shall be made for dividends on   the shares of Common Stock issued upon the conversion of any Note as provided in this Article   14.   (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian   at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in
 58   #86070305v8   the principal amount represented thereby.  The Company shall notify the Trustee in writing of   any conversion of Notes effected through any Conversion Agent other than the Trustee.   (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued   and unpaid interest, if any, except as set forth below.  The Company’s settlement of the full   Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal   amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant   Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the   relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished   or forfeited.  Notwithstanding the foregoing, if Notes are converted after the close of business on   a Regular Record Date, Holders of such Notes as of the close of business on such Regular   Record Date will receive the full amount of interest payable on such Notes on the corresponding   Interest Payment Date notwithstanding the conversion.  Notes surrendered for conversion during   the period from the close of business on any Regular Record Date to the open of business on the   immediately following Interest Payment Date must be accompanied by funds equal to the   amount of interest payable on the Notes so converted; provided that no such payment shall be   required (1) for conversions following the Regular Record Date immediately preceding the   Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular   Record Date and on or prior to the corresponding Interest Payment Date; (3) if the Company has   specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or   prior to the Business Day immediately following the corresponding Interest Payment Date; or (4)   to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of   conversion with respect to such Note.  Therefore, for the avoidance of doubt, all Holders of   record on the Regular Record Date immediately preceding the Maturity Date shall receive the   full interest payment due on the Maturity Date regardless of whether their Notes have been   converted following such Regular Record Date.   (i) The Person in whose name the shares of Common Stock shall be issuable upon   conversion shall be treated as a stockholder of record as of the close of business on the relevant   Conversion Date.  Upon a conversion of Notes, such Person shall no longer be a Holder of such   Notes surrendered for conversion.   (j) The Company shall not issue any fractional share of Common Stock upon   conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of   Common Stock issuable upon conversion based on the Last Reported Sale Price of the Common   Stock on the relevant Conversion Date.    Section 14.03.  Increased Conversion Rate Applicable to Certain Notes Surrendered in   Connection with Make-Whole Fundamental Changes.  (a)  If a Make-Whole Fundamental   Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert its   Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the   circumstances described below, increase the Conversion Rate for the Notes so surrendered for   conversion by a number of additional shares of Common Stock (the “Additional Shares”), as   described below.  A conversion of Notes shall be deemed for these purposes to be “in connection   with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received   by the Conversion Agent from, and including, the Effective Date of the Make-Whole   Fundamental Change up to, and including, the Business Day immediately prior to the related
 59   #86070305v8   Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change   that would have been a Fundamental Change but for the proviso in clause (b) of the definition   thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole   Fundamental Change).     (b) Upon surrender of Notes for conversion in connection with a Make-Whole   Fundamental Change pursuant to  Section 14.01(b)(iii), the Company shall deliver shares of   Common Stock, including the Additional Shares, in accordance with  Section 14.02; provided,   however, that if, at the effective time of a Make-Whole Fundamental Change described in clause   (b) of the definition of Fundamental Change, the Reference Property following such Make-   Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following   the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall   be calculated based solely on the Stock Price for the transaction and shall be deemed to be an   amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate   (including any adjustment for Additional Shares), multiplied by such Stock Price.  The Company   shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change   and issue a press release announcing such Effective Date or publish the information on the   Company’s website no later than five Business Days after such Effective Date.   (c) The number of Additional Shares, if any, by which the Conversion Rate shall be   increased shall be determined by reference to the table below, based on the date on which the   Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the   price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the   Make-Whole Fundamental Change.  If the holders of the Common Stock receive in exchange for   their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of   the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share.    Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common   Stock over the five Trading Day period ending on, and including, the Trading Day immediately   preceding the Effective Date of the Make-Whole Fundamental Change.  The Board of Directors   shall make appropriate adjustments to the Stock Price, in its good faith determination, to account   for any adjustment to the Conversion Rate that becomes effective, or any event requiring an   adjustment to the Conversion Rate where the Record Date, Effective Date (as such term is used   in  Section 14.04) or expiration date of the event occurs during such five consecutive Trading   Day period.   (d) The Stock Prices set forth in the column headings of the table below shall be   adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted.  The   adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such   adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately   prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which   is the Conversion Rate as so adjusted.  The number of Additional Shares set forth in the table   below shall be adjusted in the same manner and at the same time as the Conversion Rate as set   forth in  Section 14.04.   (e) The following table sets forth the number of Additional Shares of Common Stock   by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant   to this  Section 14.03 for each Stock Price and Effective Date set forth below:
 60   #86070305v8   Stock Price   Effective Date $9.38 $10.00 $11.00 $12.00 $14.00 $15.85 $17.50 $20.00 $25.00 $30.00 $40.00 $50.00 $60.00 $70.00   June 30, 2014 24.6023 22.1429 17.6419 14.2468 9.6506 7.0214 5.4576 3.9222 2.3525 1.6155 0.9247 0.5800 0.3680 0.2271   July 1, 2015 24.6023 20.4625 15.8241 12.3748 7.8352 5.3648 3.9742 2.6999 1.5401 1.0577 0.6219 0.3956 0.2508 0.1522   July 1, 2016 24.6023 19.0163 14.0585 10.4104 5.7685 3.4412 2.2701 1.3548 0.7247 0.5175 0.3202 0.2069 0.1315 0.0776   July 1, 2017 24.6023 18.3603 12.9324 8.8503 3.2685 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000   July 1, 2018 24.6023 17.7686 11.8276 7.6538 2.5933 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000   July 1, 2019 24.6023 17.9925 8.9016 1.3894 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000       The exact Stock Prices and Effective Dates may not be set forth in the table above, in   which case:   (i) if the Stock Price is between two Stock Prices in the table above or the   Effective Date is between two Effective Dates in the table, the number of Additional   Shares shall be determined by a straight-line interpolation between the number of   Additional Shares set forth for the higher and lower Stock Prices and the earlier and later   Effective Dates, as applicable, based on a 365-day year;   (ii) if the Stock Price is greater than $70.00 per share (subject to adjustment in   the same manner as the Stock Prices set forth in the column headings of the table above   pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion   Rate; and    (iii) if the Stock Price is less than $9.38 per share (subject to adjustment in the   same manner as the Stock Prices set forth in the column headings of the table above   pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion   Rate.   Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal   amount of Notes exceed 106.6098 shares of Common Stock, subject to adjustment in the same   manner as the Conversion Rate pursuant to  Section 14.04.   (f) Nothing in this  Section 14.03 shall prevent an adjustment to the Conversion Rate   pursuant to  Section 14.04 in respect of a Make-Whole Fundamental Change.   Section 14.04.  Adjustment of Conversion Rate.  The Conversion Rate shall be adjusted   from time to time by the Company if any of the following events occurs, except that the   Company shall not make any adjustments to the Conversion Rate if Holders of the Notes   participate (other than in the case of (x) a share split or share combination or (y) a tender or   exchange offer), at the same time and upon the same terms as holders of the Common Stock and   solely as a result of holding the Notes, in any of the transactions described in this  Section 14.04,   without having to convert their Notes, as if they held a number of shares of Common Stock equal   to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes   held by such Holder.   (a) If the Company exclusively issues shares of Common Stock as a dividend or   distribution on shares of the Common Stock, or if the Company effects a share split or share   combination, the Conversion Rate shall be adjusted based on the following formula:
 61   #86070305v8   0   0 OS   OS'CRCR' ×=    where,   CR0 = the Conversion Rate in effect immediately prior to the close of business on the   Record Date of such dividend or distribution, or immediately prior to the open of   business on the Effective Date of such share split or share combination, as   applicable;   CR' = the Conversion Rate in effect immediately after the close of business on such   Record Date or immediately after the open of business on such Effective Date, as   applicable;   OS0 = the number of shares of Common Stock outstanding immediately prior to the close   of business on such Record Date or immediately prior to the open of business on   such Effective Date, as applicable; and   OS' = the number of shares of Common Stock outstanding immediately after giving   effect to such dividend, distribution, share split or share combination.   Any adjustment made under this  Section 14.04(a) shall become effective immediately after the   close of business on the Record Date for such dividend or distribution, or immediately after the   open of business on the Effective Date for such share split or share combination, as applicable.    If any dividend or distribution of the type described in this  Section 14.04(a) is declared but not so   paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the   Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate   that would then be in effect if such dividend or distribution had not been declared.   (b) If the Company issues to all or substantially all holders of the Common Stock any   rights, options or warrants entitling them, for a period of not more than 45 calendar days after the   announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at   a price per share that is less than the average of the Last Reported Sale Prices of the Common   Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day   immediately preceding the date of announcement of such issuance, the Conversion Rate shall be   increased based on the following formula:   YOS   XOSCRCR'   0   0   0 +   +   ×=    where,   CR0 = the Conversion Rate in effect immediately prior to the close of business on the   Record Date for such issuance;   CR' = the Conversion Rate in effect immediately after the close of business on such   Record Date;
 62   #86070305v8   OS0 = the number of shares of Common Stock outstanding immediately prior to the close   of business on such Record Date;   X = the total number of shares of Common Stock issuable pursuant to such rights,   options or warrants; and   Y = the number of shares of Common Stock equal to the aggregate price payable to   exercise such rights, options or warrants, divided by the average of the Last   Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day   period ending on, and including, the Trading Day immediately preceding the date   of announcement of the issuance of such rights, options or warrants.    Any increase made under this  Section 14.04(b) shall be made successively whenever any   such rights, options or warrants are issued and shall become effective immediately after the close   of business on the Record Date for such issuance.  To the extent that shares of the Common   Stock are not delivered after the expiration of such rights, options or warrants, the Conversion   Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with   respect to the issuance of such rights, options or warrants been made on the basis of delivery of   only the number of shares of Common Stock actually delivered.  If such rights, options or   warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that   would then be in effect if such Record Date for such issuance had not occurred.   For purposes of this  Section 14.04(b) and for the purpose of  Section 14.01(b)(ii)(A), in   determining whether any rights, options or warrants entitle the holders to subscribe for or   purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices   of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the   Trading Day immediately preceding the date of announcement for such issuance, and in   determining the aggregate offering price of such shares of Common Stock, there shall be taken   into account any consideration received by the Company for such rights, options or warrants and   any amount payable on exercise or conversion thereof, the value of such consideration, if other   than cash, to be determined by the Board of Directors.     (c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness,   other assets or property of the Company or rights, options or warrants to acquire its Capital Stock   or other securities, to all or substantially all holders of the Common Stock, excluding (i)   dividends, distributions or issuances as to which an adjustment was effected pursuant to  Section   14.04(a) or  Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which   an adjustment was effected pursuant to  Section 14.04(d), and (iii) Spin-Offs as to which the   provisions set forth below in this  Section 14.04(c) shall apply (any of such shares of Capital   Stock, evidences of indebtedness, other assets or property or rights, options or warrants to   acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate   shall be increased based on the following formula:   FMVSP   SPCRCR'   0   0   0   −   ×=    where,
 63   #86070305v8   CR0 = the Conversion Rate in effect immediately prior to the close of business on the   Record Date for such distribution;   CR' = the Conversion Rate in effect immediately after the close of business on such   Record Date;   SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10   consecutive Trading Day period ending on, and including, the Trading Day   immediately preceding the Ex-Dividend Date for such distribution; and   FMV = the fair market value (as determined by the Board of Directors) of the Distributed   Property with respect to each outstanding share of the Common Stock on the   Record Date for such distribution.   Any increase made under the portion of this  Section 14.04(c) above shall become effective   immediately after the close of business on the Record Date for such distribution.  If such   distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion   Rate that would then be in effect if such distribution had not been declared.  Notwithstanding the   foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in   lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000   principal amount thereof, at the same time and upon the same terms as holders of the Common   Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder   would have received if such Holder owned a number of shares of Common Stock equal to the   Conversion Rate in effect on the Record Date for the distribution.  If the Board of Directors   determines the “FMV” (as defined above) of any distribution for purposes of this  Section 14.04(c)   by reference to the actual or when-issued trading market for any securities, it shall in doing so   consider the prices in such market over the same period used in computing the Last Reported   Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and   including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.     With respect to an adjustment pursuant to this  Section 14.04(c) where there has been a   payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of   any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit   of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S.   national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the   following formula:   0   00   0 MP   MPFMVCRCR' +×=    where,   CR0 = the Conversion Rate in effect immediately prior to the end of the Valuation Period;   CR' = the Conversion Rate in effect immediately after the end of the Valuation Period;
 64   #86070305v8   FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity   interest distributed to holders of the Common Stock applicable to one share of the   Common Stock (determined by reference to the definition of Last Reported Sale   Price as set forth in  Section 1.01 as if references therein to Common Stock were to   such Capital Stock or similar equity interest) over the first 10 consecutive Trading   Day period after, and including, the Ex-Dividend Date of the Spin-Off (the   “Valuation Period”); and   MP0 = the average of the Last Reported Sale Prices of the Common Stock over the   Valuation Period.   The increase to the Conversion Rate under the preceding paragraph shall occur on the last   Trading Day of the Valuation Period; provided that in respect of any conversion of Notes during   the Valuation Period, references in the portion of this  Section 14.04(c) related to Spin-Offs with   respect to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading   Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date   in determining the Conversion Rate.     For purposes of this  Section 14.04(c) (and subject in all respect to  Section 14.11), rights,   options or warrants distributed by the Company to all holders of the Common Stock entitling   them to subscribe for or purchase shares of the Company’s Capital Stock, including Common   Stock (either initially or under certain circumstances), which rights, options or warrants, until the   occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred   with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in   respect of future issuances of the Common Stock, shall be deemed not to have been distributed   for purposes of this  Section 14.04(c) (and no adjustment to the Conversion Rate under   this  Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event,   whereupon such rights, options or warrants shall be deemed to have been distributed and an   appropriate adjustment (if any is required) to the Conversion Rate shall be made under   this  Section 14.04(c).  If any such right, option or warrant, including any such existing rights,   options or warrants distributed prior to the date of this Indenture, are subject to events, upon the   occurrence of which such rights, options or warrants become exercisable to purchase different   securities, evidences of indebtedness or other assets, then the date of the occurrence of any and   each such event shall be deemed to be the date of distribution and Record Date with respect to   new rights, options or warrants with such rights (in which case the existing rights, options or   warrants shall be deemed to terminate and expire on such date without exercise by any of the   holders thereof).  In addition, in the event of any distribution (or deemed distribution) of rights,   options or warrants, or any Trigger Event or other event (of the type described in the   immediately preceding sentence) with respect thereto that was counted for purposes of   calculating a distribution amount for which an adjustment to the Conversion Rate under   this  Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall   all have been redeemed or purchased without exercise by any holders thereof, upon such final   redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or   warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give   effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it   were a cash distribution, equal to the per share redemption or purchase price received by a holder   or holders of Common Stock with respect to such rights, options or warrants (assuming such
 65   #86070305v8   holder had retained such rights, options or warrants), made to all holders of Common Stock as of   the date of such redemption or purchase, and (2) in the case of such rights, options or warrants   that shall have expired or been terminated without exercise by any holders thereof, the   Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.   For purposes of  Section 14.04(a),  Section 14.04(b) and this  Section 14.04(c), if any   dividend or distribution to which this  Section 14.04(c) is applicable also includes one or both of:    (A) a dividend or distribution of shares of Common Stock to which  Section 14.04(a)   is applicable (the “Clause A Distribution”); or   (B) a dividend or distribution of rights, options or warrants to which  Section 14.04(b)   is applicable (the “Clause B Distribution”),   then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and   the Clause B Distribution, shall be deemed to be a dividend or distribution to which this  Section   14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment   required by this  Section 14.04(c) with respect to such Clause C Distribution shall then be made,   and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately   follow the Clause C Distribution and any Conversion Rate adjustment required by  Section   14.04(a) and  Section 14.04(b) with respect thereto shall then be made, except that, if determined   by the Company (I) the “Record Date” of the Clause A Distribution and the Clause B   Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any   shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be   deemed not to be “outstanding immediately prior to the close of business on such Record Date or   immediately after the open of business on such Effective Date, as applicable” within the meaning   of  Section 14.04(a) or “outstanding immediately prior to the close of business on such Record   Date” within the meaning of  Section 14.04(b).   (d) If any cash dividend or distribution is made to all or substantially all holders of the   Common Stock, the Conversion Rate shall be adjusted based on the following formula:   CSP   SPCRCR'   0   0   0   −   ×=    where,   CR0 = the Conversion Rate in effect immediately prior to the close of business on the   Record Date for such dividend or distribution;   CR' = the Conversion Rate in effect immediately after the close of business on the Record   Date for such dividend or distribution;   SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day   immediately preceding the Ex-Dividend Date for such dividend or distribution; and
 66   #86070305v8   C = the amount in cash per share the Company distributes to all or substantially all   holders of the Common Stock.   Any increase pursuant to this  Section 14.04(d) shall become effective immediately after the close   of business on the Record Date for such dividend or distribution.  If such dividend or distribution   is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of   Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate   that would then be in effect if such dividend or distribution had not been declared.    Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as   defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each   $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares   of the Common Stock, the amount of cash that such Holder would have received if such Holder   owned a number of shares of Common Stock equal to the Conversion Rate on the Record Date   for such cash dividend or distribution.     (e) If the Company or any of its Subsidiaries make a payment in respect of a tender or   exchange offer for the Common Stock, to the extent that the cash and value of any other   consideration included in the payment per share of the Common Stock exceeds the average of   the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period   commencing on, and including, the Trading Day next succeeding the last date on which tenders   or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall   be increased based on the following formula:   ( )   SP'OS   OS'SP'  ACCRCR'   0   0   ×   ×+   ×=    where,   CR0 = the Conversion Rate in effect immediately prior to the close of business on the 10th   Trading Day immediately following, and including, the Trading Day next   succeeding the date such tender or exchange offer expires;   CR' = the Conversion Rate in effect immediately after the close of business on the 10th   Trading Day immediately following, and including, the Trading Day next   succeeding the date such tender or exchange offer expires;   AC = the aggregate value of all cash and any other consideration (as determined by the   Board of Directors) paid or payable for shares of Common Stock purchased in such   tender or exchange offer;   OS0 = the number of shares of Common Stock outstanding immediately prior to the date   such tender or exchange offer expires (prior to giving effect to the purchase of all   shares of Common Stock accepted for purchase or exchange in such tender or   exchange offer);   OS' = the number of shares of Common Stock outstanding immediately after the date   such tender or exchange offer expires (after giving effect to the purchase of all
 67   #86070305v8   shares of Common Stock accepted for purchase or exchange in such tender or   exchange offer); and   SP' = the average of the Last Reported Sale Prices of the Common Stock over the 10   consecutive Trading Day period commencing on, and including, the Trading Day   next succeeding the date such tender or exchange offer expires.   The increase to the Conversion Rate under this  Section 14.04(e) shall occur at the close of   business on the 10th Trading Day immediately following, and including, the Trading Day next   succeeding the date such tender or exchange offer expires; provided that in respect of any   conversion of Notes within the 10 Trading Days immediately following, and including, the   expiration date of any tender or exchange offer, references in this  Section 14.04(e) with respect   to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have   elapsed between the date that such tender or exchange offer expires and the Conversion Date in   determining the Conversion Rate.    (f) Except as stated herein, the Company shall not adjust the Conversion Rate for the   issuance of shares of the Common Stock or any securities convertible into or exchangeable for   shares of the Common Stock or the right to purchase shares of the Common Stock or such   convertible or exchangeable securities.   (g) In addition to those adjustments required by clauses  (a),  (b),  (c),  (d) and  (e) of   this  Section 14.04, and to the extent permitted by applicable law and subject to the applicable   rules of any exchange on which any of the Company’s securities are then listed, the Company   from time to time may increase the Conversion Rate by any amount for a period of at least 20   Business Days if the Board of Directors determines that such increase would be in the   Company’s best interest.  In addition, to the extent permitted by applicable law and subject to the   applicable rules of any exchange on which any of the Company’s securities are then listed, the   Company may (but is not required to) increase the Conversion Rate to avoid or diminish any   income tax to holders of Common Stock or rights to purchase Common Stock in connection with   a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common   Stock) or similar event.  Whenever the Conversion Rate is increased pursuant to either of the   preceding two sentences, the Company shall give in writing to the Trustee and the Conversion   Agent (if other than the Trustee) and mail to the Holder of each Note at its last address appearing   on the Note Register a notice of the increase at least 15 days prior to the date the increased   Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the   period during which it will be in effect.   (h) Notwithstanding anything to the contrary in this  Article 14, the Conversion Rate   shall not be adjusted:   (i) upon the issuance of any shares of Common Stock pursuant to any present   or future plan providing for the reinvestment of dividends or interest payable on the   Company’s securities and the investment of additional optional amounts in shares of   Common Stock under any plan;
 68   #86070305v8   (ii) upon the issuance of any shares of Common Stock or options or rights to   purchase those shares pursuant to any present or future employee, director or consultant   benefit plan or program of or assumed by the Company or any of the Company’s   Subsidiaries;   (iii) upon the issuance of any shares of the Common Stock pursuant to any   option, warrant, right or exercisable, exchangeable or convertible security not described   in clause  (ii) of this subsection and outstanding as of the date the Notes were first issued;   (iv) solely for a change in the par value of the Common Stock; or   (v) for accrued and unpaid interest, if any.   (i) All calculations and other determinations under this  Article 14 shall be made by the   Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.   (j) Whenever the Conversion Rate is adjusted as herein provided, the Company shall   promptly file with the Trustee (and the Conversion Agent if not the Trustee) an Officer’s   Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief   statement of the facts requiring such adjustment.  Unless and until a Responsible Officer of the   Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have   knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the   last Conversion Rate of which it has knowledge is still in effect.  Promptly after delivery of such   certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting   forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and   shall mail such notice of such adjustment of the Conversion Rate to each Holder at its last   address appearing on the Note Register of this Indenture.  Failure to deliver such notice shall not   affect the legality or validity of any such adjustment.   (k) For purposes of this  Section 14.04, the number of shares of Common Stock at any   time outstanding shall not include shares of Common Stock held in the treasury of the Company   so long as the Company does not pay any dividend or make any distribution on shares of   Common Stock held in the treasury of the Company, but shall include shares of Common Stock   issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.   Section 14.05.  Adjustments of Prices.  Whenever any provision of this Indenture requires   the Company to calculate the Last Reported Sale Prices over a span of multiple days (including   the Stock Price for purposes of a Make-Whole Fundamental Change), the Company shall make   appropriate adjustments to each to account for any adjustment to the Conversion Rate that   becomes effective, or any event requiring an adjustment to the Conversion Rate where the   Record Date, Effective Date or expiration date, as the case may be, of the event occurs, at any   time during the period when the Last Reported Sale Prices are to be calculated.     Section 14.06.  Shares to Be Fully Paid.  The Company shall provide, free from   preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient   shares of Common Stock to provide for conversion of the Notes from time to time as such Notes
 69   #86070305v8   are presented for conversion (assuming that at the time of computation of such number of shares,   all such Notes would be converted by a single Holder).   Section 14.07.  Effect of Recapitalizations, Reclassifications and Changes of the Common   Stock.     (a) In the case of:   (i) any recapitalization, reclassification or change of the Common Stock   (other than changes resulting from a subdivision or combination),    (ii) any consolidation, merger, combination or similar transaction involving   the Company,    (iii) any sale, lease or other transfer to a third party of the consolidated assets   of the Company and the Company’s Subsidiaries substantially as an entirety or    (iv) any statutory share exchange,    in each case, as a result of which the Common Stock would be converted into, or exchanged for,   stock, other securities, other property or assets (including cash or any combination thereof) (any   such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the   right to convert each $1,000 principal amount of Notes shall be changed into a right to convert   such principal amount of Notes into the kind and amount of shares of stock, other securities or   other property or assets (including cash or any combination thereof) that a holder of a number of   shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event   would have owned or been entitled to receive (the “Reference Property,” with each “unit of   Reference Property” meaning the kind and amount of Reference Property that a holder of one   share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the   effective time of such Merger Event, the Company or the successor or purchasing Person, as the   case may be, shall execute with the Trustee a supplemental indenture permitted under  Section   10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes;   provided, however, that at and after the effective time of the Merger Event, the number of shares   of Common Stock otherwise deliverable upon conversion of the Notes in accordance   with  Section 14.02 shall instead be deliverable in the amount and type of Reference Property that   a holder of that number of shares of Common Stock would have received in such Merger Event.    If the Merger Event causes the Common Stock to be converted into, or exchanged for, the   right to receive more than a single type of consideration (determined based in part upon any form   of stockholder election), then (i) the Reference Property into which the Notes will be convertible   shall be deemed to be (x) the weighted average of the types and amounts of consideration   received by the holders of Common Stock that affirmatively make such an election or (y) if no   holders of Common Stock affirmatively make such an election, the types and amounts of   consideration actually received by the holders of Common Stock, and (ii) the unit of Reference   Property for purposes of the immediately preceding paragraph shall refer to the consideration   referred to in clause (i) attributable to one share of Common Stock.  The Company shall notify
 70   #86070305v8   Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such   weighted average as soon as practicable after such determination is made.    Such supplemental indenture described in the second immediately preceding paragraph   shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is   possible to the adjustments provided for in this  Article 14.  If, in the case of any Merger Event,   the Reference Property includes shares of stock, securities or other property or assets (including   cash or any combination thereof) of a Person other than the successor or purchasing corporation,   as the case may be, in such Merger Event, then such supplemental indenture shall also be   executed by such other Person and shall contain such additional provisions to protect the   interests of the Holders of the Notes as the Board of Directors shall reasonably consider   necessary by reason of the foregoing, including the provisions providing for the purchase rights   set forth in  Article 15.   (b) When the Company executes a supplemental indenture pursuant to subsection  (a)   of this  Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate   briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that   will comprise a unit of Reference Property after any such Merger Event, any adjustment to be   made with respect thereto and that all conditions precedent have been complied with, and shall   promptly mail notice thereof to all Holders.  The Company shall cause notice of the execution of   such supplemental indenture to be mailed to each Holder, at its address appearing on the Note   Register provided for in this Indenture, within 20 days after execution thereof.  Failure to deliver   such notice shall not affect the legality or validity of such supplemental indenture.   (c) The Company shall not become a party to any Merger Event unless its terms are   consistent with this  Section 14.07.  None of the foregoing provisions shall affect the right of a   holder of Notes to convert its Notes into shares of Common Stock as set forth in  Section 14.01   and  Section 14.02 prior to the effective date of such Merger Event.   (d) The above provisions of this Section shall similarly apply to successive Merger   Events.   Section 14.08.  Certain Covenants.  (a) The Company covenants that all shares of   Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the   Company and free from all taxes, liens and charges with respect to the issue thereof.   (b) The Company covenants that, if the shares of Common Stock to be provided for the   purpose of conversion of Notes hereunder require registration with or approval of any   governmental authority under any federal or state law before such shares of Common Stock may   be validly issued upon conversion, the Company will, to the extent then permitted by the rules   and interpretations of the Commission, secure such registration or approval, as the case may be.   (c) The Company further covenants that if at any time the Common Stock shall be   listed on any national securities exchange or automated quotation system the Company will list   and keep listed, so long as the Common Stock shall be so listed on such exchange or automated   quotation system, the Common Stock issuable upon conversion of the Notes.
 71   #86070305v8   Section 14.09.  Responsibility of Trustee.  The Trustee and any other Conversion Agent   shall not at any time be under any duty or responsibility to any Holder to determine the   Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any   adjustment (including any increase) of the Conversion Rate, or with respect to the nature or   extent or calculation of any such adjustment when made, or with respect to the method employed,   or herein or in any supplemental indenture provided to be employed, in making the same.  The   Trustee and any other Conversion Agent shall not be accountable with respect to the validity or   value (or the kind or amount) of any shares of Common Stock, or of any securities, property or   cash that may at any time be issued or delivered upon the conversion of any Note; and the   Trustee and any other Conversion Agent make no representations with respect thereto.  Neither   the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to   issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or   property or cash upon the surrender of any Note for the purpose of conversion or to comply with   any of the duties, responsibilities or covenants of the Company contained in this Article.    Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent   shall be under any responsibility to determine the correctness of any provisions contained in any   supplemental indenture entered into pursuant to  Section 14.07 relating either to the kind or   amount of shares of stock or securities or property (including cash) receivable by Holders upon   the conversion of their Notes after any event referred to in such  Section 14.07 or to any   adjustment to be made with respect thereto, but, subject to the provisions of  Section 7.01, may   accept (without any independent investigation) as conclusive evidence of the correctness of any   such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the   Company shall be obligated to file with the Trustee prior to the execution of any such   supplemental indenture) with respect thereto.  Neither the Trustee nor the Conversion Agent   shall be responsible for determining whether any event contemplated by  Section 14.01(b) has   occurred that makes the Notes eligible for conversion or no longer eligible therefor until the   Company has delivered to the Trustee and the Conversion Agent the notices referred to   in  Section 14.01(b) with respect to the commencement or termination of such conversion rights,   on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company   agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the   occurrence of any such event or at such other times as shall be provided for in  Section 14.01(b).    Section 14.10.  Notice to Holders Prior to Certain Actions.  In case of any:     (a) action by the Company or one of its Subsidiaries that would require an adjustment   in the Conversion Rate pursuant to  Section 14.04 or  Section 14.11;   (b) Merger Event; or   (c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or   any of its Subsidiaries;   then, in each case (unless notice of such event is otherwise required pursuant to another   provision of this Indenture), the Company shall cause to be filed with the Trustee and the   Conversion Agent (if other than the Trustee) and to be mailed to each Holder at its address   appearing on the Note Register, as promptly as possible but in any event at least 20 days prior to   the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be
 72   #86070305v8   taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is   not to be taken, the date as of which the holders of Common Stock of record are to be determined   for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on   which such Merger Event, dissolution, liquidation or winding-up is expected to become effective   or occur, and the date as of which it is expected that holders of Common Stock of record shall be   entitled to exchange their Common Stock for securities or other property deliverable upon such   Merger Event, dissolution, liquidation or winding-up.  Failure to give such notice, or any defect   therein, shall not affect the legality or validity of such action by the Company or one of its   Subsidiaries, Merger Event, dissolution, liquidation or winding-up.   Section 14.11.  Stockholder Rights Plans.  If the Company has a stockholder rights plan   in effect upon conversion of the Notes, each share of Common Stock issued upon such   conversion shall be entitled to receive the appropriate number of rights, if any, and the   certificates representing the Common Stock issued upon such conversion shall bear such legends,   if any, in each case as may be provided by the terms of any such stockholder rights plan, as the   same may be amended from time to time. However, if, prior to any conversion of Notes, the   rights have separated from the shares of Common Stock in accordance with the provisions of the   applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of   separation as if the Company distributed to all or substantially all holders of the Common Stock   Distributed Property as provided in  Section 14.04(c), subject to readjustment in the event of the   expiration, termination or redemption of such rights.   ARTICLE 15   REPURCHASE OF NOTES AT OPTION OF HOLDERS   Section 15.01.  [Intentionally Omitted].     Section 15.02.  Repurchase at Option of Holders Upon a Fundamental Change.  (a)  If a   Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s   option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion   thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental   Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or   more than 35 calendar days following the date of the Fundamental Change Company Notice, or   if the Company fails to specify a Fundamental Change Repurchase Date, the 35th calendar day   following the date of the Fundamental Change Company Notice, at a repurchase price equal to   100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding,   the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),   unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or   prior to the Interest Payment Date to which such Regular Record Date relates, in which case the   Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as   of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to   100% of the principal amount of Notes to be repurchased pursuant to this  Article 15.     (b) Repurchases of Notes under this  Section 15.02 shall be made, at the option of the   Holder thereof, upon:
 73   #86070305v8   (i) delivery to the Paying Agent by a Holder of a duly completed notice (the   “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to   the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in   compliance with the Depositary’s procedures for surrendering interests in Global Notes,   if the Notes are Global Notes, in each case on or before the close of business on the   Business Day immediately preceding the Fundamental Change Repurchase Date; and   (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent   at any time after delivery of the Fundamental Change Repurchase Notice (together with   all necessary endorsements for transfer) at the Corporate Trust Office of the Paying   Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance   with the procedures of the Depositary, in each case such delivery being a condition to   receipt by the Holder of the Fundamental Change Repurchase Price therefor.   The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased   shall state:   (i) in the case of Physical Notes, the certificate numbers of the Notes to be   delivered for repurchase;   (ii) the portion of the principal amount of Notes to be repurchased, which   must be $1,000 or an integral multiple thereof; and   (iii) that the Notes are to be repurchased by the Company pursuant to the   applicable provisions of the Notes and this Indenture;   provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase   Notice must comply with appropriate Depositary procedures.   Notwithstanding anything herein to the contrary, any Holder delivering to the Paying   Agent the Fundamental Change Repurchase Notice contemplated by this  Section 15.02 shall   have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at   any time prior to the close of business on the Business Day immediately preceding the   Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the   Paying Agent in accordance with  Section 15.03.   The Paying Agent shall promptly notify the Company of the receipt by it of any   Fundamental Change Repurchase Notice or written notice of withdrawal thereof.   (c) On or before the 20th calendar day after the occurrence of the effective date of a   Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the   Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the   “Fundamental Change Company Notice”) of the occurrence of the effective date of the   Fundamental Change and of the repurchase right at the option of the Holders arising as a result   thereof.  In the case of Physical Notes, such notice shall be by first class mail or, in the case of   Global Notes, such notice shall be delivered in accordance with the applicable procedures of the   Depositary.  Simultaneously with providing such notice, the Company shall publish a notice
 74   #86070305v8   containing the information set forth in the Fundamental Change Company Notice in a newspaper   of general circulation in The City of New York or publish such information on the Company’s   website or through such other public medium as the Company may use at that time.  Each   Fundamental Change Company Notice shall specify:   (i) the events causing the Fundamental Change;   (ii) the date of the Fundamental Change;   (iii) the last date on which a Holder may exercise the repurchase right pursuant   to this  Article 15;   (iv) the Fundamental Change Repurchase Price;   (v) the Fundamental Change Repurchase Date;   (vi) the name and address of the Paying Agent and the Conversion Agent, if   applicable;   (vii) if applicable, the Conversion Rate and any adjustments to the Conversion   Rate;   (viii) that the Notes with respect to which a Fundamental Change Repurchase   Notice has been delivered by a Holder may be converted only if the Holder withdraws the   Fundamental Change Repurchase Notice in accordance with the terms of this Indenture;   and   (ix) the procedures that Holders must follow to require the Company to   repurchase their Notes.   No failure of the Company to give the foregoing notices and no defect therein shall limit   the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the   Notes pursuant to this  Section 15.02.    At the Company’s written request, the Trustee shall give such notice in the Company’s   name and at the Company’s expense; provided, however, that, in all cases, the text of such   Fundamental Change Company Notice shall be prepared by the Company.   (d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on   any date at the option of the Holders upon a Fundamental Change if the principal amount of the   Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such   date (except in the case of an acceleration resulting from a Default by the Company in the   payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying   Agent will promptly return to the respective Holders thereof any Physical Notes held by it during   the acceleration of the Notes (except in the case of an acceleration resulting from a Default by   the Company in the payment of the Fundamental Change Repurchase Price with respect to such   Notes), or any instructions for book-entry transfer of the Notes in compliance with the   procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or
 75   #86070305v8   cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect   thereto shall be deemed to have been withdrawn.   Section 15.03.  Withdrawal of Fundamental Change Repurchase Notice.  (a)  A   Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a   written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in   accordance with this  Section 15.03 at any time prior to the close of business on the Business Day   immediately preceding the Fundamental Change Repurchase Date, specifying:   (i) the principal amount of the Notes with respect to which such notice of   withdrawal is being submitted,   (ii) if Physical Notes have been issued, the certificate number of the Note in   respect of which such notice of withdrawal is being submitted, and   (iii) the principal amount, if any, of such Note that remains subject to the   original Fundamental Change Repurchase Notice, which portion must be in principal   amounts of $1,000 or an integral multiple of $1,000;   provided, however, that if the Notes are Global Notes, the notice must comply with appropriate   procedures of the Depositary.   Section 15.04.  Deposit of Fundamental Change Repurchase Price.  (a)  The Company   will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the   Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided   in  Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change   Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased   at the appropriate Fundamental Change Repurchase Price.  Subject to receipt of funds and/or   Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes   surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day   immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i)   the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions   in   Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the   Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner   required by  Section 15.02 by mailing checks for the amount payable to the Holders of such   Notes entitled thereto as they shall appear in the Note Register; provided, however, that   payments to the Depositary shall be made by wire transfer of immediately available funds to the   account of the Depositary or its nominee.  The Trustee shall, promptly after such payment and   upon written demand by the Company, return to the Company any funds in excess of the   Fundamental Change Repurchase Price.   (b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase   Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to   make payment on all the Notes or portions thereof that are to be repurchased on such   Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly   surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease to be   outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer
 76   #86070305v8   of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and   (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the   Fundamental Change Repurchase Price and, if applicable, accrued and unpaid interest).   (c) Upon surrender of a Note that is to be repurchased in part pursuant to  Section 15.02,   the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new   Note in an authorized denomination equal in principal amount to the unrepurchased portion of   the Note surrendered.   Section 15.05.  Covenant to Comply with Applicable Laws Upon Repurchase of Notes.  In   connection with any repurchase offer, the Company will, if required:   (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer   rules under the Exchange Act that may then be applicable to the Company;   (b) file a Schedule TO or any other required schedule under the Exchange Act; and   (c) otherwise comply with all federal and state securities laws in connection with any   offer by the Company to repurchase the Notes;   in each case, so as to permit the rights and obligations under this  Article 15 to be exercised in the   time and in the manner specified in this  Article 15.   ARTICLE 16   OPTIONAL REDEMPTION   Section 16.01.  Optional Redemption.  No sinking fund is provided for the Notes.  The   Notes shall not be redeemable by the Company prior to July 6, 2017.  On or after July 6, 2017,   the Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes,   at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least   130% of the Conversion Price then in effect for at least 15 Trading Days (whether or not   consecutive) during any 25 consecutive Trading Day period (including the last trading day of   such period) ending on, and including, the Trading Day immediately preceding the date on which   the Company provides the Redemption Notice in accordance with  Section 16.02.   Section 16.02.  Notice of Optional Redemption; Selection of Notes.  (a)  In case the   Company exercises its Optional Redemption right to redeem all or, as the case may be, any   portion of the Notes pursuant to  Section 16.01, it shall fix a date for redemption (each, a   “Redemption Date”) and it or, at its written request received by the Trustee not less than 20   calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable   to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail, cause   to be mailed, deliver electronically or cause to be delivered electronically a notice of such   Optional Redemption (a “Redemption Notice”) not fewer than 10 nor more than 60 calendar   days prior to the Redemption Date to the Paying Agent and each Holder of Notes so to be   redeemed as a whole or in part at its last address as the same appears on the Note Register;
 77   #86070305v8   provided, however, that, if the Company shall give such notice, it shall also give written notice of   the Redemption Date to the Trustee.  The Redemption Date must be a Business Day.   (b) The Redemption Notice, if mailed or delivered electronically in the manner herein   provided, shall be conclusively presumed to have been duly given, whether or not the Holder   receives such notice.  In any case, failure to give such Redemption Notice by mail or electronic   delivery, or any defect in the Redemption Notice to the Holder of any Note designated for   redemption as a whole or in part shall not affect the validity of the proceedings for the   redemption of any other Note.   (c) Each Redemption Notice shall specify:   (i) the Redemption Date;   (ii) the Redemption Price;   (iii) that on the Redemption Date, the Redemption Price will become due and   payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to   accrue on and after the Redemption Date;    (iv) the place or places where such Notes are to be surrendered for payment of   the Redemption Price;   (v) that Holders may surrender their Notes for conversion at any time prior to   the close of business on the Scheduled Trading Day immediately preceding the   Redemption Date;   (vi) the procedures a converting Holder must follow to convert its Notes;    (vii) the Conversion Rate and, if applicable, the number of Additional Shares   added to the Conversion Rate in accordance with  Section 14.03;    (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes;   and   (ix) in case any Note is to be redeemed in part only, the portion of the principal   amount thereof to be redeemed and on and after the Redemption Date, upon surrender of   such Note, a new Note in principal amount equal to the unredeemed portion thereof shall   be issued.   A Redemption Notice shall be irrevocable.   (d) If fewer than all of the outstanding Notes are to be redeemed, the Trustee shall   select the Notes or portions thereof of a Global Note or the Notes in certificated form to be   redeemed (in principal amounts of $1,000 or multiples thereof) in compliance with the   requirements of the Depositary, or if the Depositary prescribes no method of selection, on a pro   rata basis, by lot or by any other method the Trustee considers to be fair and appropriate.  If any   Note selected for partial redemption is submitted for conversion in part after such selection, the
 78   #86070305v8   portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be   the portion selected for redemption.   Section 16.03.  Payment of Notes Called for Redemption.  (a)  If any Redemption Notice   has been given in respect of the Notes in accordance with  Section 16.02, the Notes shall become   due and payable on the Redemption Date at the place or places stated in the Redemption Notice   and at the applicable Redemption Price.  On presentation and surrender of the Notes at the place   or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the   Company at the applicable Redemption Price.   (b) Prior to the open of business on the Redemption Date, the Company shall deposit   with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying   Agent, shall segregate and hold in trust as provided in  Section 7.05 an amount of cash (in   immediately available funds if deposited on the Redemption Date), sufficient to pay the   Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to   receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made   promptly after the later of:   (i) the Redemption Date for such Notes; and   (ii) the time of presentation of such Note to the Trustee (or other Paying   Agent appointed by the Company) by the Holder thereof in the manner required by   this  Section 16.03.   The Paying Agent shall, promptly after such payment and upon written demand by the Company,   return to the Company any funds in excess of the Redemption Price.   Section 16.04.  Restrictions on Redemption.  The Company may not redeem any Notes on   any date if the principal amount of the Notes has been accelerated in accordance with the terms   of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption   Date (except in the case of an acceleration resulting from a Default by the Company in the   payment of the Redemption Price with respect to such Notes).   ARTICLE 17   MISCELLANEOUS PROVISIONS   Section 17.01.  Provisions Binding on Company’s Successors.  All the covenants,   stipulations, promises and agreements of the Company contained in this Indenture shall bind its   successors and assigns whether so expressed or not.   Section 17.02.  Official Acts by Successor Corporation.  Any act or proceeding by any   provision of this Indenture authorized or required to be done or performed by any board,   committee or Officer of the Company shall and may be done and performed with like force and   effect by the like board, committee or officer of any corporation or other entity that shall at the   time be the lawful sole successor of the Company.
 79   #86070305v8   Section 17.03.  Addresses for Notices, Etc.  Any notice or demand that by any provision   of this Indenture is required or permitted to be given or served by the Trustee or by the Holders   on the Company shall be deemed to have been sufficiently given or made, for all purposes if   given or served by being deposited postage prepaid by registered or certified mail addressed   (until another address is filed by the Company with the Trustee) to Scorpio Tankers Inc., 150 E.   58th Street, New York, New York 10022, Attention: Brian M. Lee , with a copy to Seward &   Kissel LLP, One Battery Park Plaza, New York, NY, 10004, Attention Edward S. Horton.  Any   notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have   been sufficiently given or made, for all purposes, if given or served by being deposited postage   prepaid by registered or certified mail addressed to the Corporate Trust Office.   The Trustee, by notice to the Company, may designate additional or different addresses   for subsequent notices or communications.   Any notice or communication mailed to a Holder shall be mailed to it by first class mail,   postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to   it if so mailed within the time prescribed.   Failure to mail a notice or communication to a Holder or any defect in it shall not affect   its sufficiency with respect to other Holders.  If a notice or communication is mailed 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 to Holders by mail, then such notification as   shall be made with the approval of the Trustee shall constitute a sufficient notification for every   purpose hereunder.   Section 17.04.  Governing Law; Jurisdiction.  THIS INDENTURE AND EACH NOTE,   AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO   THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED   IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.   The Company irrevocably consents and agrees, for the benefit of the Holders from time   to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with   respect to obligations, liabilities or any other matter arising out of or in connection with this   Indenture or the Notes (a “Related Proceeding”) may be brought in the courts of the State of   New York or the courts of the United States located in the Borough of Manhattan, New York   City, New York and, until amounts due and to become due in respect of the Notes have been   paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such   court in personam, generally and unconditionally with respect to any action, suit or proceeding   for itself in respect of its properties, assets and revenues.     The Company irrevocably and unconditionally waives, to the fullest extent permitted by   law, any objection which it may now or hereafter have to the laying of venue of any of the   aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought   in the courts of the State of New York or the courts of the United States located in the Borough   of Manhattan, New York City, New York and hereby further irrevocably and unconditionally
 80   #86070305v8   waives and agrees not to plead or claim in any such court that any such action, suit or proceeding   brought in any such court has been brought in an inconvenient forum.  Service of any process,   summons, notice or document on the Company by mail to the address set forth in  Section 17.03   shall be effective service of process for any Related Proceeding brought in any such court. Each   of the Company and its Subsidiaries not located in the United States irrevocably appoints Sting,   LLC, a Delaware limited liability company, as its agent to receive service of process or other   legal summons for purposes of any such suit, action or proceeding that may be instituted in the   courts of the State of New York or the courts of the United States located in the Borough of   Manhattan, New York City, New York.   With respect to any Related Proceeding, each party irrevocably waives, to the fullest   extent permitted by applicable law, all immunity (whether on the basis of sovereignty or   otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and   execution to which it might otherwise be entitled in the courts of the State of New York or the   courts of the United States located in the Borough of Manhattan, New York City, New York and   will not raise or claim or cause to be pleaded any such immunity at or in respect of any such   Related Proceeding, including, without limitation, any immunity pursuant to the United States   Foreign Sovereign Immunities Act of 1976, as amended.   Section 17.05.  Evidence of Compliance with Conditions Precedent; Certificates and   Opinions of Counsel to Trustee.  Upon any application or demand by the Company to the Trustee   to take any action under any of the provisions of this Indenture, the Company shall, if requested   by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating   that such action is permitted by the terms of this Indenture.   Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the   Company in this Indenture and delivered to the Trustee with respect to compliance with this   Indenture (other than the Officer’s Certificates provided for in  Section 4.08) shall include (a) a   statement that the person signing such certificate is familiar with the requested action and this   Indenture; (b) a brief statement as to the nature and scope of the examination or investigation   upon which the statement contained in such certificate is based; (c) a statement that, in the   judgment of such person, he or she has made such examination or investigation as is necessary to   enable him or her to express an informed judgment as to whether or not such action is permitted   by this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such   action is permitted by this Indenture.   Notwithstanding anything to the contrary in this  Section 17.05, if any provision in this   Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in   connection with any action to be taken by the Trustee or the Company hereunder, the Trustee   shall be entitled to, or entitled to request, such Opinion of Counsel.   Section 17.06.  Legal Holidays.  In any case where any Interest Payment Date,   Fundamental Change Repurchase Date or Maturity Date is not a Business Day, then any action   to be taken on such date need not be taken on such date, but may be taken on the next succeeding   Business Day with the same force and effect as if taken on such date, and no interest shall accrue   in respect of the delay.
 81   #86070305v8   Section 17.07.  No Security Interest Created.  Nothing in this Indenture or in the Notes,   expressed or implied, shall be construed to constitute a security interest under the Uniform   Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any   jurisdiction.   Section 17.08.  Benefits of Indenture.  Nothing in this Indenture or in the Notes,   expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any   Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their   successors hereunder, any benefit or any legal or equitable right, remedy or claim under this   Indenture.   Section 17.09.  Table of Contents, Headings, Etc.  The table of contents and the titles and   headings of the articles and sections of this Indenture have been inserted for convenience of   reference only, are not to be considered a part hereof, and shall in no way modify or restrict any   of the terms or provisions hereof.   Section 17.10.  Authenticating Agent.  The Trustee may appoint an authenticating agent   that shall be authorized to act on its behalf and subject to its direction in the authentication and   delivery of Notes in connection with the original issuance thereof and transfers and exchanges of   Notes hereunder, including under  Section 2.04,  Section 2.05,  Section 2.06,  Section 2.07,  Section   10.04 and  Section 15.04 as fully to all intents and purposes as though the authenticating agent   had been expressly authorized by this Indenture and those Sections to authenticate and deliver   Notes.  For all purposes of this Indenture, the authentication and delivery of Notes by the   authenticating agent shall be deemed to be authentication and delivery of such Notes “by the   Trustee” and a certificate of authentication executed on behalf of the Trustee by an   authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the   Trustee’s certificate of authentication.  Such authenticating agent shall at all times be a Person   eligible to serve as trustee hereunder pursuant to  Section 7.08.   Any corporation or other entity into which any authenticating agent may be merged or   converted or with which it may be consolidated, or any corporation or other entity resulting from   any merger, consolidation or conversion to which any authenticating agent shall be a party, or   any corporation or other entity succeeding to all or substantially all of the corporate trust   business of any authenticating agent, shall be the successor of the authenticating agent hereunder,   if such successor corporation or other entity is otherwise eligible under this  Section 17.10,   without the execution or filing of any paper or any further act on the part of the parties hereto or   the authenticating agent or such successor corporation or other entity.   Any authenticating agent may at any time resign by giving written notice of resignation   to the Trustee and to the Company.  The Trustee may at any time terminate the agency of any   authenticating agent by giving written notice of termination to such authenticating agent and to   the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case   at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may   appoint a successor authenticating agent (which may be the Trustee), shall give written notice of   such appointment to the Company and shall mail notice of such appointment to all Holders as the   names and addresses of such Holders appear on the Note Register.
 82   #86070305v8   The Company agrees to pay to the authenticating agent from time to time reasonable   compensation for its services although the Company may terminate the authenticating agent, if it   determines such agent’s fees to be unreasonable.   The provisions of  Section 7.02,  Section 7.03,  Section 7.04,  Section 8.03 and this  Section   17.10 shall be applicable to any authenticating agent.   If an authenticating agent is appointed pursuant to this  Section 17.10, the Notes  may   have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative   certificate of authentication in the following form:   __________________________,   as Authenticating Agent, certifies that this is one of the Notes described   in the within-named Indenture.   By: ____________________   Authorized Signatory   Section 17.11.  Execution in Counterparts.  This Indenture may be executed in any   number of counterparts, each of which shall be an original, but such counterparts shall together   constitute but one and the same instrument.  The exchange of copies of this Indenture and of   signature pages by facsimile or PDF transmission 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 PDF shall   be deemed to be their original signatures for all purposes.   Section 17.12.  Severability.  In the event any provision of this Indenture or in the Notes   shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity,   legality or enforceability of the remaining provisions shall not in any way be affected or   impaired.   Section 17.13.  Waiver of Jury Trial.  EACH OF THE COMPANY AND THE   TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED   BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL   PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR   THE TRANSACTIONS CONTEMPLATED HEREBY.   Section 17.14.  Force Majeure.  In no event shall the Trustee be responsible or liable for   any failure or delay in the performance of its obligations hereunder arising out of or caused by,   directly or indirectly, forces beyond its control, including, without limitation, strikes, work   stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural   catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications   or computer (software and hardware) services; it being understood that the Trustee shall use   reasonable efforts that are consistent with accepted practices in the banking industry to resume   performance as soon as practicable under the circumstances.
 83   #86070305v8   Section 17.15.  Calculations.  Except as otherwise provided herein, the Company shall be   responsible for making all calculations called for under the Notes.  These calculations include,   but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock,   accrued interest payable on the Notes and the Conversion Rate of the Notes.  The Company shall   make all these calculations in good faith and, absent manifest error, the Company’s calculations   shall be final and binding on Holders of Notes.  The Company shall provide a schedule of its   calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and   Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s   calculations without independent verification.  The Trustee will forward the Company’s   calculations to any Holder of Notes upon the written request of that Holder at the sole cost and   expense of the Company.   Section 17.16.  USA PATRIOT Act.  The parties hereto acknowledge that in accordance   with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in   order to help fight the funding of terrorism and money laundering, is required to obtain, verify,   and record information that identifies each person or legal entity that establishes a relationship or   opens an account with the Trustee.  The parties to this Indenture agree that they will provide the   Trustee with such information as it may request in order for the Trustee to satisfy the   requirements of the USA PATRIOT Act.   [Remainder of page intentionally left blank]
 [Signature page to Indenture (2.375% Convertible Senior Notes due 2019]   IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly   executed as of the date first written above.   SCORPIO TANKERS INC.   By: /s/ Brian M. Lee   Name: Brian M. Lee   Title: Chief Financial Officer   DEUTSCHE BANK TRUST COMPANY   AMERICAS, as Trustee.   DEUTSCHE BANK NATIONAL TRUST   COMPANY   By: /s/ Wanda Camacho   Name: Wanda Camacho   Title: Vice President   By: /s/ Linda Reale   Name: Linda Reale   Title: Vice President
 A-1   #86070305v8   EXHIBIT A   [FORM OF FACE OF NOTE]   [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]   [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED   REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK   CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF   TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS   REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS   REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT   HEREUNDER 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &   CO., HAS AN INTEREST HEREIN.]   [INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]   [THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION   OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT   OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,   SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH   THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL   INTEREST HEREIN, THE ACQUIRER:   (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS   ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING   OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE   INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND   (2) AGREES FOR THE BENEFIT OF SCORPIO TANKERS INC. (THE   “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE   TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR   TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST   ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS   PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR   PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE   REQUIRED BY APPLICABLE LAW, EXCEPT:   (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR   (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS   BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR
 A-2   #86070305v8   (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE   WITH RULE 144A UNDER THE SECURITIES ACT, OR    (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION   PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER   AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS   OF THE SECURITIES ACT.    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH   CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT   TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR   OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO   DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE   WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO   REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM   THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]
 A-3   #86070305v8   Scorpio Tankers Inc.      2.375% Convertible Senior Note due 2019   No. [_____] [Initially]1 $[______]   CUSIP No. 80918T AA7   Scorpio Tankers Inc., a corporation duly organized and validly existing under the laws of   the Republic of the Marshall Islands (the “Company,” which term includes any successor   corporation or other entity under the Indenture referred to on the reverse hereof), for value   received hereby promises to pay to [CEDE & CO.]2 [_______]3, or registered assigns, the   principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4 [of   $[_______]]5, which amount, taken together with the principal amounts of all other outstanding   Notes, shall not, unless permitted by the Indenture, exceed $360,000,000 in aggregate at any   time, in accordance with the rules and procedures of the Depositary, on July 1, 2019, and interest   thereon as set forth below.   This Note shall bear interest at the rate of 2.375% per year from June 30, 2014, or from   the most recent date to which interest had been paid or provided for to, but excluding, the next   scheduled Interest Payment Date until July 1, 2019.  Interest is payable semi-annually in arrears   on each January 1 and July 1, commencing on January 1, 2015, to Holders of record at the close   of business on the preceding December 15 and June 15 (whether or not such day is a Business   Day), respectively.  Additional Interest will be payable as set forth in  Section 4.06(d),  Section   4.06(e) and  Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or   in respect of, any Note therein shall be deemed to include Additional Interest if, in such context,   Additional Interest is, was or would be payable pursuant to any of such  Section 4.06(d),  Section   4.06(e) or  Section 6.03, and any express mention of the payment of Additional Interest in any   provision therein shall not be construed as excluding Additional Interest in those provisions   thereof where such express mention is not made.   Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes   plus one percent, subject to the enforceability thereof under applicable law, from, and including,   the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall   have been paid by the Company, at its election, in accordance with  Section 2.03(c) of the   Indenture.     The Company shall pay the principal of and interest on this Note, if and so long as such   Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the   case may be, as the registered Holder of such Note.  As provided in and subject to the provisions   of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are                                                    1    Include if a global note.   2    Include if a global note.   3    Include if a physical note.   4    Include if a global note.   5    Include if a physical note.
 A-4   #86070305v8   Global Notes) at the office or agency designated by the Company for that purpose.  The   Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect   of the Notes and its agency in the Borough of Manhattan, The City of New York, as a place   where Notes may be presented for payment or for registration of transfer and exchange.     Reference is made to the further provisions of this Note set forth on the reverse hereof,   including, without limitation, provisions giving the Holder of this Note the right to convert this   Note into shares of Common Stock on the terms and subject to the limitations set forth in the   Indenture.  Such further provisions shall for all purposes have the same effect as though fully set   forth at this place.   This Note, and any claim, controversy or dispute arising under or related to this   Note, shall be construed in accordance with and governed by the laws of the State of New   York.   In the case of any conflict between this Note and the Indenture, the provisions of the   Indenture shall control and govern.   This Note shall not be valid or become obligatory for any purpose until the certificate of   authentication hereon shall have been signed manually by the Trustee or a duly authorized   authenticating agent under the Indenture.   [Remainder of page intentionally left blank]
 A-5   #86070305v8   IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.   SCORPIO TANKERS INC.   By:    Name:    Title:       Dated:    TRUSTEE’S CERTIFICATE OF AUTHENTICATION      DEUTSCHE BANK TRUST COMPANY AMERICAS   as Trustee, certifies that this is one of the Notes described   in the within-named Indenture.   By:_______________________________        Authorized Signatory
 A-6   #86070305v8   [FORM OF REVERSE OF NOTE]   Scorpio Tankers Inc.   2.375% Convertible Senior Note due 2019   This Note is one of a duly authorized issue of Notes of the Company, designated as its   2.375% Convertible Senior Notes due 2019 (the “Notes”), limited to the aggregate principal   amount of $360,000,000 all issued or to be issued under and pursuant to an Indenture dated as of   June 30, 2014 (the “Indenture”), between the Company and Deutsche Bank Trust Company   Americas  (the “Trustee”), to which Indenture and all indentures supplemental thereto reference   is hereby made for a description of the rights, limitations of rights, obligations, duties and   immunities thereunder of the Trustee, the Company and the Holders of the Notes.  Additional   Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions   specified in the Indenture.  Capitalized terms used in this Note and not defined in this Note shall   have the respective meanings set forth in the Indenture.   In case certain Events of Default shall have occurred and be continuing, the principal of,   and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in   aggregate principal amount of Notes then outstanding, and upon said declaration shall become,   due and payable, in the manner, with the effect and subject to the conditions and certain   exceptions set forth in the Indenture.   Subject to the terms and conditions of the Indenture, the Company will make all   payments and deliveries in respect of the Fundamental Change Repurchase Price on the   Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the   case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in   respect of the Note.  The Company will pay cash amounts in money of the United States that at   the time of payment is legal tender for payment of public and private debts.     The Indenture contains provisions permitting the Company and the Trustee in certain   circumstances, without the consent of the Holders of the Notes, and in certain other   circumstances, with the consent of the Holders of not less than a majority in aggregate principal   amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute   supplemental indentures modifying the terms of the Indenture and the Notes as described therein.    It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in   aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of   all of the Notes waive any past Default or Event of Default under the Indenture and its   consequences.   No reference herein to the Indenture and no provision of this Note or of the Indenture   shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay   or deliver, as the case may be, the principal (including the Fundamental Change Repurchase   Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon   conversion of, this Note at the place, at the respective times, at the rate and in the lawful money   herein prescribed.
 A-7   #86070305v8   The Notes are issuable in registered form without interest coupons in denominations of   $1,000 principal amount and integral multiples thereof.  At the office or agency of the Company   referred to on the face hereof, and in the manner and subject to the limitations provided in the   Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other   authorized denominations, without payment of any service charge but, if required by the   Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that   may be imposed in connection therewith as a result of the name of the Holder of the new Notes   issued upon such exchange of Notes being different from the name of the Holder of the old   Notes surrendered for such exchange.   The Notes shall be redeemable at the Company’s option in accordance with the terms and   conditions specified in the Indenture.     Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s   option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion   thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change   Repurchase Date at a price equal to the Fundamental Change Repurchase Price.   Subject to the provisions of the Indenture, the Holder hereof has the right, at its option,   during certain periods and upon the occurrence of certain conditions specified in the Indenture,   prior to the close of business on the Business Day immediately preceding the Maturity Date, to   convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into shares of   Common Stock at the Conversion Rate specified in the Indenture, as adjusted from time to time   as provided in the Indenture.
 A-8   #86070305v8   ABBREVIATIONS   The following abbreviations, when used in the inscription of the face of this Note, shall   be construed as though they were written out in full according to applicable laws or regulations:   TEN COM = as tenants in common       UNIF GIFT MIN ACT = Uniform Gifts to Minors Act      CUST = Custodian      TEN ENT = as tenants by the entireties        JT TEN  = joint tenants with right of survivorship and not as tenants in common        Additional abbreviations may also be used though not in the above list.
 A-9   #86070305v8   SCHEDULE A6   SCHEDULE OF EXCHANGES OF NOTES      Scorpio Tankers Inc.   2.375% Convertible Senior Notes due 2019   The initial principal amount of this Global Note is [_________] DOLLARS ($[______]).    The following increases or decreases in this Global Note have been made:   Date of exchange   Amount of   decrease in   principal amount   of this Global Note   Amount of   increase in   principal amount   of this Global Note   Principal amount   of this Global Note   following such   decrease or   increase   Signature of   authorized   signatory of   Trustee or   Custodian                                                                                                                                                                                                              6    Include if a global note.
 1   #86070305v8   ATTACHMENT 1   [FORM OF NOTICE OF CONVERSION]   To: Scorpio Tankers Inc.    150 E. 58th Street    New York, New York  10022   The undersigned registered owner of this Note hereby exercises the option to convert this   Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof)   below designated, into shares of Common Stock in accordance with the terms of the Indenture   referred to in this Note, and directs that the shares of Common Stock issuable and deliverable   upon such conversion, together with any cash for any fractional share, and any Notes   representing any unconverted principal amount hereof, be issued and delivered to the registered   Holder hereof unless a different name has been indicated below.  If the shares of Common Stock   or any portion of this Note not converted are to be issued in the name of a Person other than the   undersigned, the undersigned will pay all stamp, court, transfer or documentary taxes or any   other excise or property taxes, if any, in accordance with  Section 14.02(d) and  Section 14.02(e)   of the Indenture.  Any amount required to be paid to the undersigned on account of interest   accompanies this Note.  Capitalized terms used herein but not defined shall have the meanings   ascribed to such terms in the Indenture.   Dated: _____________________ ________________________________    ________________________________    Signature(s)   ___________________________   Signature Guarantee   Signature(s) must be guaranteed   by an eligible Guarantor Institution   (banks, stock brokers, savings and   loan associations and credit unions)   with membership in an approved   signature guarantee medallion program   pursuant to Securities and Exchange   Commission Rule 17Ad-15 if shares   of Common Stock are to be issued, or   Notes are to be delivered, other than   to and in the name of the registered holder.
 2   #86070305v8   Fill in for registration of shares if   to be issued, and Notes if to   be delivered, other than to and in the   name of the registered holder:   _________________________   (Name)   _________________________   (Street Address)   _________________________   (City, State and Zip Code)   Please print name and address   Principal amount to be converted (if less than all):    $______,000   NOTICE:  The above signature(s) of the Holder(s) hereof   must correspond with the name as written upon the face of   the Note in every particular without alteration or   enlargement or any change whatever.   _________________________   Social Security or Other Taxpayer   Identification Number
 1   #86070305v8   ATTACHMENT 2   [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]   To: Scorpio Tankers Inc.    150 E. 58th Street    New York, New York  10022   The undersigned registered owner of this Note hereby acknowledges receipt of a notice   from Scorpio Tankers Inc. (the “Company”) as to the occurrence of a Fundamental Change with   respect to the Company and specifying the Fundamental Change Repurchase Date and requests   and instructs the Company to pay to the registered holder hereof in accordance with  Section   15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the   portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated,   and (2) if such Fundamental Change Repurchase Date does not fall during the period after a   Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and   unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.    Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in   the Indenture.   In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are   as set forth below:   Dated: _____________________    ________________________________    Signature(s)      _________________________   Social Security or Other Taxpayer   Identification Number   Principal amount to be repaid (if less than all):    $______,000   NOTICE:  The above signature(s) of the Holder(s) hereof   must correspond with the name as written upon the face of   the Note in every particular without alteration or   enlargement or any change whatever.
 1   #86070305v8   ATTACHMENT 3   [FORM OF ASSIGNMENT AND TRANSFER]   For value received ____________________________ hereby sell(s), assign(s) and transfer(s)   unto _________________ (Please insert social security or Taxpayer Identification Number of   assignee) the within Note, and hereby irrevocably constitutes and appoints   _____________________ attorney to transfer the said Note on the books of the Company, with   full power of substitution in the premises.   In connection with any transfer of the within Note occurring prior to the Resale Restriction   Termination Date, as defined in the Indenture governing such Note, the undersigned confirms   that such Note is being transferred:   g438 To Scorpio Tankers Inc. or a subsidiary thereof; or   g438 Pursuant to a registration statement that has become or been declared effective under the   Securities Act of 1933, as amended; or   g438 Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as   amended; or   g438 Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as   amended, or any other available exemption from the registration requirements of the Securities   Act of 1933, as amended.
 2   #86070305v8   Dated: ________________________   _____________________________________   _____________________________________   Signature(s)   _____________________________________   Signature Guarantee   Signature(s) must be guaranteed by an   eligible Guarantor Institution (banks, stock   brokers, savings and loan associations and   credit unions) with membership in an approved   signature guarantee medallion program pursuant   to Securities and Exchange Commission   Rule 17Ad-15 if Notes are to be delivered, other   than to and in the name of the registered holder.   NOTICE:  The signature on the assignment must correspond with the name as written upon the   face of the Note in every particular without alteration or enlargement or any change whatever.