Exhibit 4.1


 


Execution
Version


 


NCL Corporation
Ltd.


 


as Issuer


 


AND


 


Norwegian
Cruise Line Holdings Ltd.


 


as Guarantor


 


AND


 


U.S. Bank
TRUST COMPANY, National Association


 


as Trustee


 


INDENTURE


 


Dated as of February 15, 2022


 


2.50% Exchangeable Senior Notes due 2027


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article 1
	Definitions
	 	 	 
	Section 1.01.	Definitions	2
	Section 1.02.	References to Interest	16
	 	 	 
	Article 2
	Issue, Description, Execution, Registration and Exchange of Notes
	 	 	 
	Section 2.01.	Designation and Amount	17
	Section 2.02.	Form of Notes	17
	Section 2.03.	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	18
	Section 2.04.	Execution, Authentication and Delivery of Notes	19
	Section 2.05.	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	20
	Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	26
	Section 2.07.	Temporary Notes	27
	Section 2.08.	Cancellation of Notes Paid, Exchanged, Etc.	27
	Section 2.09.	CUSIP Numbers	28
	Section 2.10.	Additional Notes; Purchases	28
	 	 	 
	Article 3
	Satisfaction and Discharge
	 	 	 
	Section 3.01.	Satisfaction and Discharge	28
	 	 	 
	Article 4
	Particular Covenants of the Company and the Guarantor
	 	 	 
	Section 4.01.	Payment of Principal and Interest	29
	Section 4.02.	Maintenance of Office or Agency	30
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	30
	Section 4.04.	Provisions as to Paying Agent	30
	Section 4.05.	[Reserved.]	32
	Section 4.06.	Rule 144A Information Requirement and Reporting; Additional Interest	32
	Section 4.07.	No Rights as Shareholders	34
	Section 4.08.	Stay, Extension and Usury Laws	34
	Section 4.09.	Compliance Certificate; Statements as to Defaults	34
	Section 4.10.	Additional Amounts	35



 






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	Article 5
	[Reserved]
	 	 	 
	Article 6
	Defaults and Remedies
	 	 	 
	Section 6.01.	Events of Default	37
	Section 6.02.	Acceleration	39
	Section 6.03.	Additional Interest	39
	Section 6.04.	Payments of Notes on Default; Suit Therefor	41
	Section 6.05.	Application of Monies Collected by Trustee	42
	Section 6.06.	Proceedings by Holders	43
	Section 6.07.	Proceedings by Trustee	43
	Section 6.08.	Remedies Cumulative and Continuing	44
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	44
	Section 6.10.	Notice of Defaults	45
	Section 6.11.	Undertaking to Pay Costs	45
	 	 	 
	Article 7
	Concerning the Trustee
	 	 	 
	Section 7.01.	Duties and Responsibilities of Trustee	46
	Section 7.02.	Certain Rights of the Trustee	47
	Section 7.03.	No Responsibility for Recitals, Etc.	49
	Section 7.04.	Trustee, Paying Agents, Exchange Agents or Note Registrar May Own Notes	49
	Section 7.05.	Monies To Be Held in Trust	49
	Section 7.06.	Compensation and Expenses of Trustee	49
	Section 7.07.	Officer’s Certificate as Evidence	50
	Section 7.08.	Eligibility of Trustee	50
	Section 7.09.	Resignation or Removal of Trustee	51
	Section 7.10.	Acceptance by Successor Trustee	51
	Section 7.11.	Succession by Merger, Etc.	51
	Section 7.12.	Trustee’s Application for Instructions from the Company	52
	Section 7.13.	Conflicting Interests of Trustee	52
	Section 7.14.	Limitation on Trustee’s Liability	52
	 	 	 
	Article 8
	Concerning the Holders
	 	 	 
	Section 8.01.	Action by Holders	53
	Section 8.02.	Proof of Execution by Holders	53
	Section 8.03.	Who Are Deemed Absolute Owners	53
	Section 8.04.	Company-Owned Notes Disregarded	53
	Section 8.05.	Revocation of Consents; Future Holders Bound	54



 






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	Article 9
	[Reserved]
	 	 	 
	Article 10
	Supplemental Indentures
	 	 	 
	Section 10.01.	Supplemental Indentures Without Consent of Holders	54
	Section 10.02.	Supplemental Indentures with Consent of Holders	55
	Section 10.03.	Effect of Amendment, Supplement and Waiver	57
	Section 10.04.	Notation on Notes	57
	Section 10.05.	Evidence of Compliance of Amendment, Supplement or Waiver To Be Furnished To Trustee	57
	 	 	 
	Article 11
	Consolidation, Merger and Sale
	 	 	 
	Section 11.01.	The Guarantor May Consolidate, Etc. on Certain Terms	58
	Section 11.02.	Company May Consolidate, Etc. on Certain Terms	58
	Section 11.03.	Opinion of Counsel and Officer’s Certificate To Be Given to Trustee	59
	 	 	 
	Article 12
	Immunity of Incorporators, Shareholders, Officers and Directors
	 	 	 
	Section 12.01.	Indenture, Notes and Guarantee Solely Corporate Obligations	60
	 	 	 
	Article 13
	Guarantee
	 	 	 
	Section 13.01.	Guarantee	60
	Section 13.02.	Execution and Delivery	62
	Section 13.03.	Release of the Guarantee	62
	Section 13.04.	Limitation on Guarantor Liability	62
	Section 13.05.	Subrogation	63
	Section 13.06.	Benefits Acknowledged	63
	Section 13.07.	“Trustee” to Include Paying Agent	63
	 	 	 
	Article 14
	Exchange of Notes
	 	 	 
	Section 14.01.	Exchange Privilege	63
	Section 14.02.	Exchange Procedure; Settlement Upon Exchange	68
	Section 14.03.	Increase in Exchange Rate Upon Exchange in Connection with a Make-Whole Fundamental Change, a Tax Redemption or an Optional Redemption	74
	Section 14.04.	Adjustment of Exchange Rate	77
	Section 14.05.	Adjustments of Prices	87
	Section 14.06.	Shares To Be Fully Reserved	87



 






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	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares	87
	Section 14.08.	Certain Covenants	89
	Section 14.09.	Responsibility of Trustee	90
	Section 14.10.	Notice to Holders Prior to Certain Actions	90
	Section 14.11.	Shareholder Rights Plans	91
	 	 	 
	Article 15
	Repurchase of Notes at Option of Holders
	 	 	 
	Section 15.01.	Intentionally Omitted	91
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	91
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	95
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	95
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	96
	 	 	 
	Article 16
	Redemption
	 	 	97
	Section 16.01.	Tax Redemption; Optional Redemption	98
	Section 16.02.	Notice of Tax Redemption; Notice of Optional Redemption	98
	Section 16.03.	Payment of Notes Called for Tax Redemption or Optional Redemption	100
	Section 16.04. 	Holders’ Right to Avoid Tax Redemption	100
	Section 16.05.	Restrictions on Tax Redemption and Optional Redemption	101
	Section 16.06.	Mutatis Mutandis	101
	 	 	 
	Article 17
	Miscellaneous Provisions
	 	 	 
	Section 17.01.	Provisions Binding on Company’s and the Guarantor’s Successors	101
	Section 17.02.	Official Acts by Successor Entity	101
	Section 17.03.	Addresses for Notices, Etc.	101
	Section 17.04.	Governing Law	102
	Section 17.05.	Intentionally Omitted	103
	Section 17.06.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	103
	Section 17.07.	Legal Holidays	103
	Section 17.08.	No Security Interest Created	103
	Section 17.09.	Benefits of Indenture	103
	Section 17.10.	Table of Contents, Headings, Etc.	103
	Section 17.11.	Authenticating Agent	104
	Section 17.12.	Execution in Counterparts	105
	Section 17.13.	Severability	105
	Section 17.14.	Waiver of Jury Trial; Submission of Jurisdiction	105
	Section 17.15.	Appointment of Agent for Service of Process	106
	Section 17.16.	Force Majeure	106
	Section 17.17.	Calculations	106
	Section 17.18.	U.S.A. Patriot Act	107
	Section 17.19.	Tax Withholding for U.S. Federal Tax Distributions	107
	Section 17.20.	FATCA	107


 


EXHIBITS


 


	Exhibit A	Form of Note	A-1



 






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INDENTURE dated as of February 15, 2022 among
NCL Corporation Ltd., an exempted company incorporated under the laws of Bermuda and tax resident in the United Kingdom, as issuer (the
 “Company”, as more fully set forth in ‎Section 1.01), Norwegian Cruise Line Holdings Ltd., a Bermuda exempted
company formed as a holding company and tax resident in the United Kingdom (the “Guarantor”, as more fully set forth
in ‎Section 1.01), and U.S. Bank Trust Company, National Association, 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 2.50% Exchangeable Senior Notes due 2027
(the “Notes”), initially in an aggregate principal amount of $435,000,000 (as increased by an amount equal to the aggregate
principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional
Notes as set forth in the Purchase Agreement), and the Guarantor has duly authorized the issuance of the Guarantee, and in order to provide
the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantor have 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 Exchange, 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 provided
in this Indenture, the valid, binding and legal obligations of the Company, and this Indenture the valid, binding and legal obligations
of the Company and the Guarantor, have been done and performed, and the execution of this Indenture and the issuance hereunder of the
Notes and the Guarantee 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, each of the Company and the Guarantor 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.


 


“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
Amounts” shall have the meaning specified in Section 4.11(a).


 


“Additional Shares”
shall have the meaning specified in ‎Section 14.03.


 


“Adequate Cash Exchange Provisions”
shall have the meaning specified in ‎Section 15.02(e)B.


 


“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.


 


“Applicable Procedures”
means, with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Authorized Denomination”
means, with respect to a Note, a minimum principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof.


 


“Bankruptcy Law” means
Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of debtors.


 


“Board of Directors”
means, with respect to the Company or the Guarantor, the board of directors or the managers, as applicable, of the Company or the Guarantor,
as the case may be, or a committee of such board duly authorized to act for it hereunder.


 


“Board Resolution”
means a copy of a resolution or minutes of a meeting of the applicable Board of Directors certified by the Secretary or an Officer of
the Company or the Guarantor, as the case may be, to have been duly adopted by the applicable 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
any day other than a Saturday, a Sunday or a day on which banking institutions in New York City, Bermuda or other place of payment authorized
or required by law or executive order to close or be closed.


 


“Cash Settlement”
shall have the meaning provided in ‎Section 14.02(a).


 






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“Credit Agreements”
means (i) any of the NCLC Group credit facilities, as amended, restated, supplemented, waived, replaced (whether or not upon termination,
and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time,
including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion
of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements
or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent
any such refinancing, replacement or restructuring is designated by the Company to not be included in the definition of “Credit
Agreements”) and (ii) whether or not any credit agreement referred to in clause (i) remains outstanding, if designated
by the Company to be included in the definition of “Credit Agreements,” one or more (A) debt facilities or commercial
paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale
of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit,
(B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank
guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with
the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced,
restated, replaced or refunded in whole or in part from time to time.


 


“Credit Agreement Indebtedness”
means any and all amounts payable under or in respect of the Credit Agreements and the other Credit Agreement Documents, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,
refunded, refinanced or otherwise modified from time to time including any agreement or indenture extending the maturity thereof, refinancing,
replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures
or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder
or altering the maturity thereof.


 


“Credit Agreement Documents”
means the collective reference to any of the Credit Agreements, any notes issued pursuant thereto and the guarantees thereof, and the
collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced
or otherwise modified, in whole or in part, from time to time.


 


“Certificated Notes”
means permanent certificated Notes in registered form issued in minimum denominations of $1,000 principal amount and integral multiples
of $1,000 in excess thereof.


 


“Change
in Tax Law” shall have the meaning specified in ‎Section 16.01.


 


“Clause A Distribution”
shall have the meaning specified in ‎Section 14.04(c).


 






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“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).


 


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


 


“Combination Settlement”
shall have the meaning provided in ‎Section 14.02(a).


 


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


 


“Common Equity” of
any Person means Share Capital 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 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.


 


“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 an Officer of the Company.


 


“Corporate Trust Office”
means the corporate trust office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at 60 Livingston Avenue, St. Paul, Minnesota 55107-1419, or such other address as the Trustee may designate
from time to time by notice to the Holders, the Company and the Guarantor, or the principal 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, the Company and the Guarantor).


 


“Custodian” means
the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto.


 


“Daily
Exchange Value” means, for each of the 30 consecutive VWAP Trading Days during the relevant Observation Period, 1/30th of the
product of (i) the Exchange Rate on such VWAP Trading Day and (ii) the Daily VWAP for such VWAP Trading Day.


 


“Daily
Measurement Value” shall have the meaning specified in the definition of “Daily Settlement Amount.”


 


“Daily
Settlement Amount,” for each of the 30 consecutive VWAP Trading Days during the relevant Observation Period, shall consist of:


 






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(a)            cash
in an amount equal to the lesser of (i) the Specified Dollar Amount, if any, divided by 30 (such quotient, the “Daily
Measurement Value”) and (ii) the Daily Exchange Value for such VWAP Trading Day; and


 


(b)            if
the Daily Exchange Value on such VWAP Trading Day exceeds the Daily Measurement Value, a number of Ordinary Shares equal to (i) the
difference between the Daily Exchange Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such VWAP
Trading Day.


 


“Daily
VWAP” means, for each of the 30 consecutive VWAP Trading Days during the relevant
Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on
Bloomberg page “NCLH <equity> AQR” (or its equivalent successor if such page is not available) in respect
of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading
Day (or if such volume-weighted average price is unavailable, the market value of one Ordinary Share on such VWAP Trading Day determined,
using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us).
The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading
session trading hours.


 


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


 


“Defaulted Amounts”
means any amounts on any Note (including, without limitation, the Tax Redemption Price, the Optional Redemption Price, the Fundamental
Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.


 


“Default Settlement Method”
means, initially, Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided that
the Company may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the
holders prior to August 15, 2026, all in accordance with, and subject to, Section 14.02(a)(ii).


 


“Depositary” means,
with respect to each Global Note, the Person specified in ‎Section 2.05(b) 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” means
the first date on which the Ordinary Shares trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or
share combination, as applicable.


 


“Event Effective Date”
shall have the meaning specified in ‎Section 14.03(c).


 






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“Event of Default”
shall have the meaning specified in ‎Section 6.01.


 


“Ex-Dividend Date”
means the first date on which the Ordinary Shares 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 Guarantor or, if applicable, from the seller of the Ordinary
Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.


 


“Excess Shares” shall
have the meaning specified in ‎Section 14.01(d).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Agent” shall
have the meaning specified in ‎Section 4.02.


 


“Exchange Date” shall
have the meaning specified in ‎Section 14.02(c).


 


“Exchange Obligation”
shall have the meaning specified in ‎Section 14.01(a).


 


“Exchange Price” means
as of any date, $1,000, divided by the Exchange Rate as of such date.


 


“Exchange Rate” shall
have the meaning specified in ‎Section 14.01(a).


 


“Expiration Date”
shall have the meaning specified in ‎Section 14.04(e).


 


“Expiration Time”
shall have the meaning specified in ‎Section 14.04(e).


 


“Form of Assignment and
Transfer” shall mean 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” shall mean the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to
the Form of Note attached hereto as Exhibit A.


 


“Form of Notice of Exchange”
shall mean the “Form of Notice of Exchange” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.


 


“Form of Note”
means 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:


 


(1)            a
 “person” or “group” (as such terms are used for the purposes of Section 13(d) and 14(d) of the
Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly
or indirectly, of share capital of Guarantor that is entitled to exercise or direct the exercise of more than 50% of the rights to vote
to elect members of the board of directors of Guarantor;


 






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(2)            the
consummation of (A) any recapitalization, reclassification or change of Ordinary Shares (other than changes resulting from a subdivision
or combination) as a result of which Ordinary Shares would be converted into, or exchanged for, stock, shares, other securities, other
property or assets; (B) any share exchange, consolidation, amalgamation or merger of Guarantor pursuant to which Ordinary Shares
will be converted into, or exchanged for, cash, securities or other property or assets (or any combination thereof); or (C) any sale,
lease or other transfer in one transaction or a series of transactions of all or substantially all of Guarantor’ and its subsidiaries’
consolidated assets, taken as a whole, to any person other than Guarantor or one of its wholly owned subsidiaries; provided, however,
that a transaction described in clause (A) or (B) in which the holders of all classes of the Common Equity of Guarantor 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 vis-à-vis each other
as such ownership immediately prior to such transaction shall not be a fundamental change pursuant to this clause (2);


 


(3)            Guarantor’
shareholders approve any plan or proposal for the liquidation or dissolution of Guarantor;


 


(4)            Ordinary
Shares (or other Common Equity or ADSs in respect of Common Equity for which the Notes are exchangeable) cease 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)
for more than one Business Day; or


 


(5)            the
Company or the Issuer Permitted Successor, as applicable, ceases to be a wholly owned subsidiary of Guarantor or a Guarantor Permitted
Successor, unless the Company is merged into Guarantor or a Guarantor Permitted Successor in accordance with ‎Article 11.


 


provided,
however, that a transaction or transactions described in clause (1) or (2) above shall not constitute a Fundamental Change
if at least 90% of the consideration received or to be received by the holders of the Ordinary Shares, excluding cash payments for fractional
shares and cash payments made in respect of dissenters’ or appraisal rights, in connection with such transaction or transactions
consists of shares of Common Equity or ADSs in respect of Common Equity 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 such consideration
becomes the Reference Property for the Notes (subject to the provisions set forth in ‎Section 14.02).


 


Any event, transaction or series of related transactions
that constitute a Fundamental Change under both clause (1) and clause (2) above (determined without regard to the proviso in
clause (2) above) shall be deemed to be a Fundamental Change solely under clause (2) above.


 






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“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.


 


“Fundamental Change Repurchase
Notice” shall have the meaning specified in ‎Section 15.02(b)A.


 


“Fundamental Change Repurchase
Price” shall have the meaning specified in ‎Section 15.02.


 


“Global Note” shall
have the meaning specified in ‎Section 2.05(a).


 


“Guarantee” means
the guarantee of the Company’s payment obligations under this Indenture and the Notes, issued by the Guarantor pursuant to ‎Article 13
of this Indenture.


 


“Guarantor” means
Norwegian Cruise Line Holdings Ltd., a Bermuda exempted company formed as a holding company and a tax resident in the United Kingdom,
and means the Guarantor until such time as the Guarantor shall be released and relieved of its obligations pursuant to ‎Section 13.03
of this Indenture, and subject to the provisions of ‎Article 11, shall include its successors and assigns.


 


“Guarantor Permitted Successor”
shall have the meaning specified in ‎Section 11.01(a)A.


 


“Holder,” as applied
to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean any person in whose name at the
time a particular Note is registered on the Note Register. The registered Holder of a Note shall be treated as its owner for all purposes.


 


“holder”, as applied
to any Note, means the owner of a beneficial interest in a Note, unless the context otherwise requires.


 


“Indebtedness” means,
with respect to any Person:


 


(1) the principal of any indebtedness
of such person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments;
and


 


(2) to the extent not otherwise
included, any obligation of such person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations referred to in
clause (1) of another person (other than by endorsement of negotiable instruments for collection in the ordinary course of business).


 






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“Indenture” means
this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.


 


“Initial
Purchasers” means J.P. Morgan Securities LLC., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Barclays
Capital Inc., Credit Agricole Securities (USA) Inc., BNP Paribas Securities Corp., Truist Securities, Inc., Fifth Third Securities, Inc.,
R. Seelaus & Co., LLC, Citigroup Global Markets Inc., Citizens Capital Markets, Inc., Commerz Markets LLC, DNB Markets, Inc.,
HSBC Securities (USA) Inc., SG Americas Securities, LLC and Skandinaviska Enskilda Banken AB.


 


“Interest Payment Date”
means February 15 and August 15 of each year, beginning on August 15, 2022.


 


“Issue Date” means
February 15, 2022.


 


“Issuer Permitted Successor”
shall have the meaning specified in ‎Section 11.02(a)A


 


“Last Reported Sale Price”
per share of Ordinary Shares on any date means:


 


(a)            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 such date as reported in composite transactions for the Relevant Stock
Exchange;


 


(b)            if
the Ordinary Shares is not listed for trading on a Relevant Stock Exchange on such date, the last quoted bid price per share for the Ordinary
Shares in the over-the-counter market on such date as reported by OTC Markets Group Inc. or a similar organization; and


 


(c)            if
the Ordinary Shares is not so quoted, the average of the mid-point of the last bid and ask prices per share for the Ordinary Shares on
such 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, after giving effect to any exceptions to or exclusions from the
definition thereof, but without regard to the proviso in clause (2) of the definition thereof.


 


“Make-Whole Fundamental Change
Company Notice” shall have the meaning specified in ‎Section 14.03(b).


 


“Make-Whole Fundamental Change
Period” shall have the meaning specified in ‎Section 14.03.


 






    9


     


    

 


“Market Disruption Event”
means:


 


(a)            a
failure by the Relevant Stock Exchange to open for trading during its regular trading session; or


 


(b)            the
occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Ordinary Shares for more than one
half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements
in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in the Ordinary Shares or in any options contracts or
futures contracts relating to the Ordinary Shares.


 


“Maturity Date” means
February 15, 2027.


 


“Measurement
Period” shall have the meaning specified in ‎‎Section 14.01(b)(i).


 


“NCLC Group” refers
to the Company, the Guarantor and all of the Guarantor’s other direct and indirect subsidiaries.


 


“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.


 


“Note Registrar” shall
have the meaning specified in ‎Section 2.05.


 


“Notice of Exchange”
shall have the meaning specified in ‎Section 14.02(b)B(i).


 


“Notice of Optional Redemption”
shall have the meaning specified in ‎Section 16.02(b).


 


“Notice of Tax Redemption”
shall have the meaning specified in ‎Section 16.02(a).


 


“Observation
Period” with respect to any Note surrendered for exchange means:


 


(a)            subject
to clause (b), if the relevant Exchange Date occurs prior to August 15, 2026, the 30 consecutive VWAP Trading Day period beginning
on, and including, the second VWAP Trading Day immediately succeeding such Exchange Date;


 


(b)            if
the relevant Exchange Date occurs on or after the date of the Company’s issuance of a Notice of Tax Redemption or a Notice of Optional
Redemption, each pursuant to Section 16.02, and prior to the close of business on the Business Day immediately preceding the related
Tax Redemption Date or Optional Redemption Date, as the case may be, the 30 consecutive VWAP Trading Day period beginning on, and including,
the 32nd Scheduled Trading Day immediately preceding such Tax Redemption Date or such Optional Redemption Date; and


 


(c)            subject
to clause (b), if the relevant Exchange Date occurs on or after August 15, 2026, the 30 consecutive VWAP Trading Day period beginning
on, and including, the 32nd Scheduled Trading Day immediately preceding the Maturity Date.


 






    10


     


    

 


“Offering Memorandum”
means the final offering memorandum, dated February 10, 2022, relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President,
any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Assistant Treasurer, the Secretary or the Assistant
Secretary of such Person.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Company by an Officer of the Company or the Guarantor, as the case may be, that meets the
requirements of ‎Section 17.06.


 


“open of business”
means 9:00 a.m. (New York City time).


 


“Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of ‎Section 17.06.
The counsel may be an employee of or counsel to the Company or the Guarantor.


 


“Ordinary Shares”
means the ordinary shares of the Guarantor, par value $0.001 per ordinary share.


 


“Optional Redemption”
shall have the meaning specified in Section 16.01(b).


 


“Optional Redemption Date”
shall have the meaning specified in Section 16.02(b).


 


“Optional Redemption Price”
means, for any Notes to be redeemed pursuant to Section 16.01(b), 100% of the principal amount of such Notes, plus accrued
and unpaid interest, if any, to, but not including, the Optional Redemption Date (unless the Optional Redemption Date falls after a Regular
Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the interest accrued to, but not including,
such Interest Payment Date shall be paid to the Holder as of the close of business on such Regular Record Date (assuming, solely for these
purposes, that such Note remained outstanding through such Interest Payment Date, if such Optional Redemption Date is before such Interest
Payment Date) and the Optional Redemption Price shall be equal to 100% of the principal amount of Notes to be redeemed). For the avoidance
of doubt, if an Interest Payment Date is not a Business Day and such Optional Redemption Date occurs on the Business Day immediately after
such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but not including, such Interest Payment Date shall
be paid, in accordance with ‎Section 17.07, on the next Business Day to Holders at the close of business on the immediately preceding
Regular Record Date, and (y) the Optional Redemption Price shall include interest on Notes to be redeemed from, and including, such
Interest Payment Date to, but not including, such Optional Redemption Date.


 






    11


     


    

 


“Ownership
Limitation” means the restrictions contained in Article 11 of the Guarantor’s bye-laws (or a successor provision
in the Guarantor’s bye-laws as it may be further amended) providing, among other things, that no one person or group of related
persons may Beneficially Own (as such term is defined in the Guarantor’s bye-laws, as it may be further amended), more than 4.9%
of any class of Shares (as such term is defined in the Guarantor’s bye-laws, as it may be further amended), whether measured by
vote, value (as determined by the Guarantor’s Board of Directors in good faith, which determination shall be exclusive) or number,
unless they receive an exemption from the Guarantors’ Board of Directors, pursuant to the Guarantors’ bye-laws.


 


“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
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
surrendered for purchase in accordance with ‎Article 15 for which the Paying Agent holds money sufficient to pay the Fundamental
Change Repurchase Price, in accordance with ‎Section 15.04(b);


 


(e)            Notes
exchanged pursuant to ‎Article 14 and required to be cancelled pursuant to ‎Section 2.08; and


 


(f)             Notes
redeemed or repurchased by the Company, the Guarantor or any of the Guarantor’s other Subsidiaries.


 


“Paid-up Value” shall
have the meaning specified in the definition of “Preference Shares” in ‎Section 1.01.


 


“Partial Redemption Limitation”
shall have the meaning specified in Section 16.01(b).


 


“Paying Agent” shall
have the meaning specified in ‎Section 4.02.


 






    12


     


    

 


“Permitted Jurisdiction”
means (i) any state of the United States, the District of Columbia, or any subdivision thereof or territory of the United States
of America, (ii) Panama, (iii) Bermuda, (iv) the Commonwealth of The Bahamas, (v) the Isle of Man, (vi) he Marshall
Islands, (vii) Liberia, (viii) Barbados and (ix) the Cayman Islands.


 


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


 


“Physical
Settlement” shall have the meaning provided in ‎Section 14.02(a).


 


“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.


 


“Preference Shares”
means the Series A-5 redeemable preference shares of the Company, having the rights set out in the certificate of designations, preferences
and other rights adopted by the Company, with a par value of $1,000 each and which will be issued on exchange of the Notes at a paid-up
value (“Paid-up Value”) of $1,000 each, which the Company shall procure are immediately and automatically exchanged
for Ordinary Shares.


 


“Purchase
Agreement” means that certain Purchase Agreement, dated as of February 10, 2022, among the Company, the Guarantor and J.P.
Morgan Securities LLC., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC as representatives of the Initial Purchasers.


 


“Record Date” means,
with respect to any dividend, distribution or other transaction or event in which the holders of Ordinary Shares have the right to receive
any cash, securities or other property or in which Ordinary Shares are exchanged for or converted into, the date fixed for determination
of holders of Ordinary Shares entitled to receive such cash, securities or other property (whether such date is fixed by Guarantor’s
Board of Directors or a duly authorized committee thereof, statute, contract or otherwise).


 


“Reference Property”
shall have the meaning specified in ‎Section 14.07(a).


 


“Regular Record Date,”
with respect to any Interest Payment Date, shall mean the February 1 or August 1 (whether or not such day is a Business Day),
as the case may be, immediately preceding such Interest Payment Date.


 






    13


     


    

 


“Relevant Stock Exchange”
means the New York Stock Exchange or, if the Ordinary Shares (or other security for which a Last Reported Sale Price must be determined)
are not then listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which the Ordinary
Shares (or such other security) are then listed.


 


“Resale Restriction Termination
Date” shall have the meaning specified in ‎Section 2.05(c).


 


“Responsible Officer”
means, with respect to the Trustee, any officer within the corporate trust department of the Trustee or to whom any corporate trust matter
relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject, and, in
each case, who shall have direct responsibility for the administration of this Indenture.


 


“Restricted Securities”
shall have the meaning specified in ‎Section 2.05(b).


 


“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 Relevant Stock Exchange. If the Ordinary Shares is not so listed or admitted
for trading on a Relevant Stock Exchange, “Scheduled Trading Day” means a “Business Day.”


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Separation Event”
shall have the meaning specified in ‎Section 14.11.


 


“Settlement
Amount” has the meaning specified in ‎Section 14.02(a)(iii).


 


“Settlement
Method” means, with respect to any exchange of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected
(or deemed to have been elected) by the Company.


 


“Share Capital” means,
for the Guarantor, any and all Ordinary Shares, interests, rights to purchase, warrants, options, participations or other equivalents
of or interests in Ordinary Shares issued by the Guarantor (however designated and including any class of preference shares of the Guarantor
that vote as a class with Ordinary Shares); provided that debt securities, including the Notes and Preference Shares, that are
convertible into or exchangeable for Share Capital shall not constitute Share Capital prior to their conversion or exchange, as the case
may be.


 


“Share
Settlement Amount” shall have the meaning specified in Section 14.02(a)(iii)(C).


 


“Significant Subsidiary”
means a Subsidiary of the Guarantor that is a “significant subsidiary” as defined under Rule 1-02(w) of Regulation
S-X, promulgated pursuant to the Securities Act.


 


“Specified Corporate Event”
shall have the meaning specified in ‎Section 14.07(a).


 






    14


     


    

 



 


“Specified
Dollar Amount” means, with respect to any exchange of Notes, the maximum cash amount per $1,000 principal amount of Notes to
be received upon exchange as specified by the Company (or deemed specified) in the notice specifying the Company’s election of a
Settlement Method.


 


“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:


 


(a) any corporation, association
or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50%
of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time of determination 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; and


 


(b) any partnership, joint venture,
limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity
and voting interest or general or limited partnership interests, as applicable, are 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, in each
case, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any
Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Tax Jurisdiction”
shall have the meaning specified in ‎Section 4.10(a).


 


“Tax Redemption” shall
have the meaning specified in Section 16.01(a).


 


“Tax Redemption Date”
shall have the meaning specified in ‎Section 16.02(a).


 


“Tax Redemption Price”
means, for any Notes to be redeemed pursuant to Section 16.01(a), 100% of the principal amount of such Notes, plus accrued
and unpaid interest, if any, to, but not including, the Tax Redemption Date (unless the Tax Redemption Date falls after a Regular Record
Date but on or prior to the immediately succeeding Interest Payment Date, in which case the interest accrued to, but not including, such
Interest Payment Date shall be paid to the Holder as of the close of business on such Regular Record Date (assuming, solely for these
purposes, that such Note remained outstanding through such Interest Payment Date, if such Tax Redemption Date is before such Interest
Payment Date) and the Tax Redemption Price shall be equal to 100% of the principal amount of Notes to be redeemed) and all Additional
Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the
right of Holders of the Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date and Additional
Amounts (if any) in respect thereof). For the avoidance of doubt, if an Interest Payment Date is not a Business Day and such Tax Redemption
Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but
not including, such Interest Payment Date shall be paid, in accordance with ‎Section 17.07, on the next Business Day to Holders
at the close of business on the immediately preceding Regular Record Date, and (y) the Tax Redemption Price shall include interest
on Notes to be redeemed from, and including, such Interest Payment Date to, but not including, such Tax Redemption Date.


 






    15


     


    

 


“Trading Day” means
a day on which:


 


(a)            trading
in the Ordinary Shares generally occurs on the Relevant Stock Exchange or, if the Ordinary Shares are not then listed on a Relevant Stock
Exchange, on the principal other market on which the Ordinary Shares are then traded; and


 


(b)            a
Last Reported Sale Price per share of Ordinary Shares is available on the Relevant Stock Exchange or such other market,


 


provided,
that, if the Ordinary Shares (or such other security) is not so listed or traded, “Trading Day” means a “Business Day.”


 


“transfer” shall have
the meaning specified in ‎Section 2.05(b).


 


“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.


 


“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).


 


“VWAP
Trading Day” means a day on which:


 


(a)            no
Market Disruption Event has occurred; and


 


(b)            trading
in the Ordinary Shares generally occurs on the Relevant Stock Exchange,


 


provided,
that, if the Ordinary Shares are not so listed or admitted for trading on any Relevant Stock Exchange, “VWAP Trading Day”
means a “Business Day.”


 


“Wholly-Owned Subsidiary”
of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.


 


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 construed as excluding Additional Interest in those provisions hereof where such express
mention is not made.


 






    16


     


    

 


Article 2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01.     Designation
and Amount. The Notes shall be designated as the “2.50% Exchangeable Senior Notes due 2027.” The aggregate principal amount
of Notes that may be authenticated and delivered under this Indenture is initially limited to $435,000,000 (as increased by an amount
equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their
option to purchase additional Notes as set forth in the Purchase Agreement), subject to ‎Section 2.10 and except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes pursuant to ‎Section 2.05,
‎Section 2.06, ‎Section 2.07, ‎Section 10.04, ‎Section 14.02 and ‎Section 15.04.


 


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, the Guarantor 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 any 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 repurchases, cancellations, exchanges for Preference Shares or (as the case may
be) cash or a combination of cash and Preference Shares, 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 Tax Redemption Price, the Optional Redemption Price and the Fundamental Change Repurchase
Price, if applicable) of, and accrued and unpaid interest 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.


 






    17


     


    

 


Section 2.03.     Date
and Denomination of Notes; Payments of Interest and Defaulted Amounts


 


(a)            The
Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples
of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on
the face of the form of Note attached as Exhibit A hereto. Accrued interest on the Notes shall be computed on the basis of a 360-day
year composed of twelve 30-day months and, for a partial month, 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 the Regular Record
Date immediately preceding the relevant Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes, which shall initially
be the Corporate Trust Office. The Company shall pay interest:


 


A.            on
any Certificated Notes (A) to Holders holding Certificated Notes having an aggregate principal amount of $5,000,000 or less, by check
mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Certificated
Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to such Holders 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 the Note Registrar
to the contrary in writing; and


 


B.            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 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 ‎A
or ‎B below:


 






    18


     


    

 


A.            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 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 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 sent 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 sent, 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 ‎B
of this ‎Section 2.03(c).


 


B.            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 and the Depositary, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed satisfactory to 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 at least one of its Officers.


 


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 17.11), 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.


 






    19


     


    

 


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 an Officer of the Company, although at the date of the execution of this Indenture
any such Person was not such an Officer.


 


Section 2.05.     Exchange
and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. 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 or procedures as it may prescribe, the Company
shall provide for the registration of Notes and 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-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 for registration of transfer
or exchange or surrendered for exchange into Preference Shares or (as the case may be) cash or a combination of cash and Preference Shares,
redemption or required repurchase shall (if so required by the Company, the Trustee, the Paying Agent or any co-Paying Agent) 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 or any co-Note Registrar for any registration of transfer of Notes or exchange of Notes for other Notes
or Preference Shares, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any transfer tax or other similar
governmental charge required by law or permitted pursuant to ‎Section 14.02(d) or ‎Section 14.02(e).


 






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None of the Company, the Trustee, the Note Registrar
or any co-Note Registrars shall be required to exchange or register a transfer of (i) any Notes, or portion of any Note, surrendered
for exchange into Preference Shares or (as the case may be) cash or a combination of cash and Preference Shares, (ii) any Notes,
or a portion of any Note, surrendered for required purchase (and not withdrawn) in accordance with ‎Article 15 or (iii) any
Notes, or a portion of any Note, surrendered for redemption in accordance with ‎‎Article 16.


 


All Notes or Preference Shares 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 entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.


 


(a)            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(b) 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 Certificated 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 Applicable Procedures.


 


(b)            Every
Note that bears or is required under this ‎Section 2.05(b) to
bear the legend set forth in this ‎Section 2.05(b) (together
with any Preference Shares delivered upon exchange of the Notes and required to bear the legend set forth in ‎Section 2.05(c),
collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this ‎Section 2.05(b) (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(b) and
‎Section 2.05(c), the term “transfer”
encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.


 


Any certificate evidencing such Note (and all securities
issued in exchange therefor or substitution thereof, other than Preference Shares and Ordinary Shares, if any, delivered upon conversion
and exchange thereof, which shall bear the legend set forth in ‎Section 2.05(c), if applicable) shall bear a legend in substantially
the following form (unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):


 


THIS SECURITY, THE PREFERENCE SHARES, IF
ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY AND THE ORDINARY SHARES, IF ANY, ISSUABLE UPON EXCHANGE FOR THE PREFERENCE
SHARES 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:


 






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		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 THAT IT AND
ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF NORWEGIAN CRUISE LINE HOLDINGS LTD. (“NCLH”), AND



 


		2.	AGREES FOR THE BENEFIT OF NCL CORPORATION LTD. (THE “COMPANY”) AND NCLH 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:



 


		(i)	TO THE COMPANY, NCLH OR ANY SUBSIDIARY THEREOF;



 


		(ii)	PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT;



 


		(iii)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT THAT IS NOT AN AFFILIATE OF NCLH; OR



 


		(iv)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF
AVAILABLE) 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 (2)(iv) ABOVE, THE COMPANY, NCLH 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.


 






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NO AFFILIATE (AS DEFINED IN RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY OR NCLH AND NO PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY OR NCLH DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR
A BENEFICIAL INTEREST HEREIN.


 


No transfer of any Note will be registered by the
Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.


 


Notwithstanding any other provisions of this Indenture
(other than the provisions set forth in this ‎Section 2.05(b)), 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
transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant in, the Depositary (for
itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with
Applicable Procedures and in compliance with this ‎Section 2.05(b).


 


The Depositary shall be a clearing agency registered
under the Exchange Act. The Company initially appoints The Depository Trust Company to act as the “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:


 


(x)            the
Depositary (i) 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 or (ii) ceases to be a clearing agency registered under the Exchange
Act and a successor depositary is not appointed within 90 days; or


 


(y)            there
has occurred and is continuing an Event of Default and a beneficial owner of any Note requests through the Depositary that its beneficial
interest therein be issued in a Certificated Note,


 


the Company shall execute, and the Trustee, upon receipt of an Officer’s
Certificate, an Opinion of Counsel and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Certificated
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.


 


Certificated Notes issued in exchange for all or
a part of the Global Note pursuant to this ‎Section 2.05(b) 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, shall instruct the Trustee. Upon execution
and authentication, the Trustee shall deliver such Certificated Notes to the Persons in whose names such Certificated Notes are so registered.


 






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At such time as all interests in a Global Note
have been exchanged, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in
accordance with Applicable 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 for Certificated Notes, exchanged, canceled, repurchased or transferred to a transferee
who receives Certificated Notes therefor or any Certificated Note is exchanged or transferred for part of such Global Note, the principal
amount of such Global Note shall, in accordance with the Applicable 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 Guarantor, the Trustee
and any agent of the Company, the Guarantor 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. None of the Company, the Guarantor and the Trustee shall have any responsibility or liability
for any act or omission of the Depositary.


 


(c)            Until
the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after
the delivery date of the relevant Ordinary Shares, or such other period of time as permitted by Rule 144 under the Securities Act
or any successor provision thereto, and (2) such later date, if any, as may be required by applicable law, any share certificate
representing (x) a Preference Share delivered upon conversion of a Note or (y) Ordinary Shares delivered upon exchange of a
Preference Share shall bear a legend in substantially the following form (unless such Ordinary Shares 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 unless otherwise agreed by the Company in writing, with notice thereof to the Trustee and any transfer agent
for the Ordinary Shares):


 


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 THAT IT AND ANY SUCH ACCOUNT
IS NOT AN AFFILIATE OF NORWEGIAN CRUISE LINE HOLDINGS LTD. (“NCLH”), AND


 






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2.            AGREES
FOR THE BENEFIT OF NCL CORPORATION LTD. (THE “COMPANY”) AND NCLH 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:


 


		(i)	TO THE COMPANY, NCLH OR ANY SUBSIDIARY THEREOF;



 


		(ii)	PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT;



 


		(iii)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT THAT IS NOT AN
                                                              AFFILIATE OF NCLH; OR



 


		(iv)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE) 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 (2)(iv) ABOVE, THE COMPANY, NCLH 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 AFFILIATE (AS DEFINED IN RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY OR NCLH AND NO PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY OR NCLH DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR
A BENEFICIAL INTEREST HEREIN.


 


(d)            Any
such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of
the certificates representing such Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary
Shares, be exchanged for a new certificate or certificates for a like aggregate number of Ordinary Shares, which shall not bear the restrictive
legend required by ‎Section 2.05(c).


 






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(e)            Any
Ordinary Shares delivered upon the exchange of a Preference Share that, in turn, was delivered upon conversion of a Note purchased or
owned by an Affiliate of the Guarantor (or any Person who was an Affiliate of the Guarantor at any time during the three months preceding)
may not be resold by such Affiliate 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 Ordinary Shares no longer being a “restricted security”
(as defined under Rule 144 under the Securities Act). The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among members of, or participants in, the Depositary or beneficial owners
of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


(f)             Neither
the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.


 


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 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. Upon the issuance of any substitute Note, the Company or the Trustee may require the payment by
the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith. In case any Note that has matured or is about to mature, is subject to Tax Redemption or Optional
Redemption, or has been surrendered for repurchase or is about to be exchanged 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 exchange or authorize the exchange 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 exchange shall furnish to the Company, to the Trustee and, if applicable, to any Paying Agent
or Exchange 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 payment or exchange, and, in every case of destruction, loss or theft, evidence satisfactory
to the Company, the Trustee and, if applicable, any Paying Agent or Exchange Agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.


 






    26


     


    

 


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 or payment or exchange 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 or payment or exchange of negotiable instruments or other securities without their surrender.


 


Section 2.07.     Temporary
Notes. Pending the preparation of Certificated 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 substantially in the form of the Certificated 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 Certificated Notes. Without unreasonable delay, the Company shall execute and deliver
to the Trustee or such authenticating agent Certificated 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 Certificated 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 Certificated Notes authenticated and delivered hereunder.


 


Section 2.08.     Cancellation
of Notes Paid, Exchanged, Etc. The Company shall cause all Notes surrendered for the purpose of payment, redemption, repurchase (but
excluding notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled), exchange or registration
of transfer or exchange, if surrendered to any Person other than the Trustee (including any of the Company’s agents, Subsidiaries
or Affiliates), to be delivered to the Trustee for cancellation, and such Notes shall no longer be considered outstanding for purposes
of this Indenture upon their payment, redemption, repurchase, exchange, registration of transfer or exchange. All Notes delivered to the
Trustee for cancellation shall be cancelled promptly by it in accordance with its customary procedures. No Notes shall be authenticated
in exchange for any Notes cancelled, 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.


 






    27


     


    

 


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
may use “CUSIP” numbers in notices issued to Holders as a convenience to such Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on the 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; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen the Indenture
for the Notes and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on
the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional
Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited
aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date
for U.S. federal income or securities law tax purposes, such additional Notes shall have one or more separate CUSIPs number. Such Notes
issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes
under this Indenture. 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 17.06, as the Trustee shall reasonably request.


 


(b)            The
Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes
are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Guarantor, the Company or the Guarantor’s
other Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including
by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled
swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation and they will no longer
be considered “outstanding” under the Indenture upon their purchase.


 


Article 3

Satisfaction and Discharge


 


Section 3.01.     Satisfaction
and Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s Certificate cease to
be of further effect (except as set forth in the last paragraph of this ‎Section 3.01), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:


 






    28


     


    

 


A.            either:


 


(i)             all
Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in ‎Section 2.06 and (y) Notes for whose payment money
has theretofore been deposited in trust with the Trustee or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in ‎Section 4.04(d)) have been delivered to the
Note Registrar for cancellation; or


 


(ii)            the
Company or the Guarantor has irrevocably deposited with the Trustee or delivered to Holders, as applicable, after all of the outstanding
Notes have (i) become due and payable, whether at the Maturity Date, upon Tax Redemption, upon Optional Redemption or at any Fundamental
Change Repurchase Date, and/or (ii) have been exchanged (and the related Settlement Amounts have been determined), cash or, solely
to satisfy outstanding exchanges, cash and/or Ordinary Shares (or if applicable, Reference Property), as applicable, sufficient to pay
all of the outstanding Notes and/or satisfy all exchanges, as the case may be, and pay all other sums due and payable under this Indenture
by the Company and the Guarantor, along with irrevocable instructions to apply such cash to the payment of the Notes, as applicable; 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 and the Guarantor to the Trustee under ‎Section 7.06 and, if cash and/or Ordinary Shares shall have
been deposited with the Paying Agent pursuant to ‎Section 3.01.A(ii), ‎Section 4.04 shall survive such satisfaction
and discharge.


 


Article 4

Particular Covenants of the Company and the Guarantor


 


Section 4.01.     Payment
of Principal and Interest. The Company shall pay or cause to be paid the principal (including the Tax Redemption Price, the Optional
Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal and interest shall be considered paid on the date due if the Paying Agent, if other than the Company
or the Guarantor, holds as of 10:00 a.m., New York City time, on the due date money deposited by the Company or the Guarantor in immediately
available funds and designated for and sufficient to pay all principal and interest then due. Unless such Paying Agent is the Trustee,
the Company will promptly notify the Trustee in writing of any failure to take such action.


 


The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal (including
the Tax Redemption Price, the Optional Redemption Price and the Fundamental Change Repurchase Price, if applicable), at the rate equal
to the interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the
extent lawful.


 






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Section 4.02.     Maintenance
of Office or Agency. The Company shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the
Trustee) where Notes and Preference Shares may be presented or surrendered for registration of transfer or exchange or for payment, redemption
or repurchase (“Paying Agent”) or for exchange (“Exchange Agent”) and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. The Company shall, at all times, maintain an office or agency
in the continental United States to serve as the Company’s Paying Agent and Exchange Agent for the Notes. 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 (but not service of process) may be made at the Corporate Trust Office of the Trustee.


 


The
Company may also from time to time designate 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. Further, if at any time there shall be no such office
or agency in the continental United States where the Notes may be presented or surrendered for payment, the Company shall forthwith designate
and maintain such an office or agency in the continental United States, in order that the Notes shall at all times be payable in the continental
United States. The Company shall 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 “Exchange Agent” include any such
additional or other offices or agencies, as applicable.


 


The Company hereby appoints the Trustee as Paying
Agent, Note Registrar, Custodian and Exchange Agent and designates the Corporate Trust Office of the Trustee as one such office or agency
of the Company.


 


The
Company reserves the right to vary or terminate the appointment of any Note Registrar, Paying Agent or Exchange Agent; act as the
Paying Agent; appoint additional Paying Agents or Exchange Agents; or approve any change in the office through which any Note Registrar
or Paying Agent or Exchange Agent acts.


 


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:


 


A.            that
it will hold all sums held by it as such agent for the payment of the principal (including the Tax Redemption Price, the Optional 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;


 






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B.            that
it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Tax Redemption
Price, the Optional 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


 


C.            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.


 


(b)            If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Tax Redemption Price,
the Optional 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 Tax Redemption Price, the Optional 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 Tax Redemption Price, the Optional 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)            Subject
to applicable escheat laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal (including the Tax Redemption Price, the Optional Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal (including the Tax Redemption
Price, the Optional Redemption Price and the Fundamental Change Repurchase Price, if applicable), or interest 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
and the Guarantor for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease.


 






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Section 4.05.     [Reserved.]


 


Section 4.06.     Rule 144A
Information Requirement and Reporting; Additional Interest. (a) For as long as any Notes or Ordinary Shares are outstanding hereunder,
at any time the Guarantor is not subject to Sections 13 and 15(d) of the Exchange Act, the Company shall, so long as any of the Notes
or any Ordinary Shares issued upon exchange of the Notes 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 shall, upon written request, provide
to any Holder, beneficial owner or prospective purchaser of such Notes or any Ordinary Shares issued upon exchange 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 Ordinary Shares, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time). The Company shall
take such further action as any Holder or beneficial owner of such Notes or such Ordinary Shares may reasonably request to the extent
from time to time required to enable such Holder or beneficial owner to sell such Notes or Ordinary Shares in accordance with Rule 144A,
as such rule may be amended from time to time.


 


(b)            The
Guarantor shall provide to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect
to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act or any special
order of the Commission), copies of any documents or reports that the Guarantor is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential
treatment and any correspondence with the Commission). Any such document or report that the Guarantor files with the Commission via the
Commission’s EDGAR system (or any successor thereto) shall be deemed to be provided to the Trustee for purposes of this ‎Section 4.06(c) as
of the time such documents are filed via the EDGAR system (or such successor).


 


(c)            Delivery
of the reports, information and documents described in ‎Section 4.06
and ‎(b) to the Trustee is for informational
purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained
therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with
any of the Company’s and/or the Guarantor’s covenants under this Indenture or the Notes (as to which the Trustee is entitled
to conclusively rely on an Officer’s Certificate). The Trustee shall not be obligated by such covenants or to determine whether
any reports or other documents have been filed with the Commission or via the Commission’s EDGAR system (or any successor thereto)
or posted on any website, or to participate in any conference calls. As used in this ‎Section 4.06(c),
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.


 






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(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 (including any Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes), the Guarantor
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 (other than reports on Form 8-K), after giving effect to all applicable grace periods thereunder
(a “Filing Default”) or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately 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 from, and including, the first date after the conclusion of the six-month period described above on which such failure
to occurs or the first date the Notes are not otherwise freely tradable as described above by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months immediately preceding without restriction pursuant
to U.S. federal securities laws or the terms of the Indenture or the Notes, whichever is earlier, until the earlier of (i) the 360th
day immediately following, and including, the last date of original issuance of the Notes (including any Notes issued pursuant to the
Initial Purchasers’ option to purchase additional Notes) and (ii) the date on which such failure to file has been cured (if
applicable) and the Notes are otherwise freely tradable as described above by holders other than our affiliates or holders that have been
our affiliates at any time during the three months immediately preceding without restriction pursuant to U.S. federal securities laws
or the terms of the indenture or 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.


 


(e)            If,
and for so long as, the restrictive legend on the Notes specified in ‎Section 2.05(b) has
not been removed (or deemed removed), the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable
by Holders other than our Affiliates or Holders that were our affiliates at any time during the three months immediately preceding without
restrictions pursuant to U.S. federal securities laws or the terms of the indenture or the notes as of the 380th day after the last date
of original issuance of the notes offered hereby (including any notes issued pursuant to the Initial Purchasers’ option to purchase
additional Notes), the Company will 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 has been removed (or deemed removed) from the Notes in accordance with ‎Section 2.05(b),
the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable as described above by Holders other than our Affiliates
or Holders that were our Affiliates at any time during the three months immediately preceding. The restrictive legend on the Notes will
be deemed removed pursuant to the terms of this Indenture upon notice by the Company to the Trustee and delivery of the documents required
pursuant to this Indenture, and, at such time, the Notes will be automatically assigned an unrestricted CUSIP. However, for the avoidance
of doubt, for Notes that are not in certificated form, the Notes will continue to bear additional interest pursuant to this paragraph
until such time as they are identified by an unrestricted CUSIP in the facilities of DTC or any successor depositary for the Notes, as
a result of completion of DTC’s mandatory exchange process or otherwise.


 


(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
and shall be in addition to any Additional Interest that may accrue, at the Company’s election pursuant to Section 6.03, as
the sole remedy relating to the failure to comply with the Company’s obligations under ‎Section 4.06(c).
Notwithstanding the foregoing, in no event shall any Additional Interest that may accrue as a result of a Filing Default, as described
in Section 4.06(d), together with any Additional Interest that may accrue in the event the Company elects pursuant to Section 6.03
to pay Additional Interest as the sole remedy relating to the failure to comply with the Company’s obligations under ‎Section 4.06(c),
accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay
such Additional Interest.


 






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(g)            If
Additional Interest is payable by the Company pursuant to Section 4.06(d), Section 4.06(e) or ‎Section 6.03(a),
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.


 


Section 4.07.     No
Rights as Shareholders. Holders of Notes, as such, will not have any rights as shareholders of the Guarantor or the Company (including,
without limitation, voting rights and rights to receive any dividends or other distributions on Ordinary Shares).


 


Section 4.08.     Stay,
Extension and Usury Laws. Each of the Company and the Guarantor 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 wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that
it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer
and permit the execution of every such power as though no such law has been enacted.


 


Section 4.09.     Compliance
Certificate; Statements as to Defaults.


 


(a)            The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year (beginning with the year ended December 31,
2022), an Officer’s Certificate stating whether the signer thereof has knowledge of any Default that occurred during the previous
year and is then continuing and, if so, specifying each such failure and the nature thereof.


 


(b)            The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee an Officer’s Certificate within 30 days after
an Officer of the Company becomes aware of the occurrence of any event that would constitute a Default or Event of Default, specifying
each such event, the status thereof and what action the Company is taking or proposes to take with respect thereto.


 






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Section 4.10.     Additional
Amounts.


 


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


 


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


 


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


 


C.     any
estate, inheritance, gift, sale, transfer, personal property or similar taxes;


 


D.     any
taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or the Guarantee;


 


E.     any
taxes to the extent such taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of the Notes,
following the Company’s reasonable written request addressed to the Holder at least 30 days before any such withholding or deduction
would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of
deduction or withholding of, taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or
beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally
eligible to provide such certification or documentation;


 






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F.     any
taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf
of a Holder or beneficial owner of the Notes to the extent such taxes could have been avoided by presenting the relevant Note to, or otherwise
accepting payment from, another paying agent;


 


G.    any
taxes imposed on or with respect to any payment by the Company or the Guarantor to the Holder of the Notes if such Holder is a fiduciary
or partnership or any person other than the sole beneficial owner of such payment to the extent that such taxes would not have been imposed
on such payments had such Holder been the sole beneficial owner of such Note;


 


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


 


I.      any
combination of clauses ‎A through ‎H above.


 


(b)      In
addition to the foregoing, the Company and the Guarantor will also pay and indemnify the Holder for any present or future stamp, issue,
registration, value added, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including
penalties, interest and additions to tax related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery,
issuance, or registration of any of the Notes, this Indenture, the Guarantee or any other document referred to therein, or the receipt
of any payments, with respect thereto, or enforcement of, any of the Notes or the Guarantee (limited, solely in the case of taxes attributable
to the receipt of any payments, or that are imposed on or result from a sale or other transfer or disposition of a Note by a Holder or
a beneficial owner, to any such taxes imposed in a Tax Jurisdiction that are not excluded under clauses ‎A
through ‎C or ‎E
through ‎I above or any combination thereof), save
in each case for any United Kingdom stamp duty which arises or is increased as a result of any document effecting the registration, issue
or delivery of any of the notes either being signed or executed in the United Kingdom or being brought into the United Kingdom (save in
each case where it was required by law or for the purposes of enforcing the notes to do so).


 


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


 






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


 


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


 


(f)       This
‎Section 4.07 will survive any termination,
defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis,
to any jurisdiction in which any successor person to the Company (or the Guarantor) is incorporated, engaged in business, organized or
resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or the Guarantee)
by or on behalf of such person and, in each case, any political subdivision thereof or therein.


 


Article 5

[Reserved]


 


Article 6

Defaults and Remedies


 


Section 6.01.     Events
of Default. The following events shall be “Events of Default” with respect to the Notes:


 


(a)       default
in any payment of interest 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 any required repurchase, upon a Tax Redemption,
upon an Optional Redemption, upon declaration of acceleration or otherwise;


 






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(c)       failure
by the Company to comply with its obligation to pay cash or convert the Notes into Preference Shares or to procure the delivery of Ordinary
Shares issuable upon exchange of the Preference Shares, as applicable, in accordance with this Indenture upon the exercise of a holder’s
exchange right, and, in each case, such failure continues for five Business Days.


 


(d)      failure
by the Company to issue (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c),
(ii) a Make-Whole Fundamental Change Company Notice in accordance with ‎Section 14.03(b) or
(iii) notice of a specified corporate event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii) and, in each
case, such failure continues for five Business Days;


 


(e)       failure
by the Company or the Guarantor to comply with its obligations under ‎Article 11;


 


(f)        failure
by the Company or the Guarantor for 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding has been received by the Company and the Trustee to comply with any of the other agreements of the
Company or the Guarantor contained in the Notes or this Indenture;


 


(g)       the
failure by the Company, the Guarantor or any Significant Subsidiary (or any group of Subsidiaries of the Guarantor that together would
constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Company, the Guarantor or one of the
Guarantor’ Subsidiaries other than the Company) within any applicable grace period after final maturity or the acceleration of any
such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated
exceeds $125,000,000 or its foreign currency equivalent;


 


(h)      (A) a
court having jurisdiction over the Company, the Guarantor or any Significant Subsidiary (or any group of Subsidiaries of the Guarantor
that together would constitute a Significant Subsidiary) enters (x) a decree or order for relief in respect of the Company, the Guarantor
or any Significant Subsidiary (or any group of Subsidiaries of the Guarantor that together would constitute a Significant Subsidiary)
in an involuntary case or proceeding under any applicable Bankruptcy Law or (y) a decree or order adjudging the Company, the Guarantor
or any Significant Subsidiary (or any group of Subsidiaries of the Guarantor that together would constitute a Significant Subsidiary)
as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company, the Guarantor or any such Subsidiary or group of Subsidiaries under any Bankruptcy Law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, the Guarantor or any such Subsidiary
or group of Subsidiaries or of any substantial part of its or their property, or ordering the winding up or liquidation of its or their
affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days or (B) the Company, the Guarantor or any Significant Subsidiary (or any group of Subsidiaries of the Guarantor
that together would constitute a Significant Subsidiary) (i) commences a voluntary case under any Bankruptcy Law or consents to the
entry of an order for relief in an involuntary case under any Bankruptcy Law, (ii) consents to the appointment of or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any such Subsidiary
or group of Subsidiaries or for all or substantially all the property and assets of the Company, the Guarantor or any such Subsidiary
or group of Subsidiaries, (iii) effects any general assignment for the benefit of creditors or (iv) admits in writing that it
generally is not paying its debts as they become due or is found by a court of competent jurisdiction not to be so paying such debts;


 






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(i)        failure
by the Company, the Guarantor or any Significant Subsidiary (or any group of Subsidiaries of the Guarantor that together would constitute
a Significant Subsidiary) to pay final judgments aggregating in excess of $125,000,000 or its foreign currency equivalent (net of any
amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or
stayed for a period of 60 days; or


 


(j)        the
Guarantee of the Guarantor is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect, or the Guarantor denies or disaffirms its obligations under the Guarantee.


 


Section 6.02.     Acceleration.
In case 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 governmental body), then, and in each and every such case (other than an
Event of Default specified in Section 6.01(h)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company, with a copy to the Trustee,
may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and payable; provided, however,
that so long as any Credit Agreement Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five
Business Days after the giving of written notice to the Company and the respective trustee, agent or representative under each Credit
Agreement and (2) the day on which any Credit Agreement Indebtedness is accelerated. If an Event of Default specified in Section 6.01(h) occurs
and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and
shall automatically be immediately due and payable.


 


Section 6.03.     Additional
Interest.


 


(a)       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 Guarantor’s failure to comply with its obligations as set forth in ‎Section 4.06(c) shall,
after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes (subject
to ‎Section 4.06(f) and Section 6.03(b))
at a rate equal to:


 


A.     0.25%
per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date on which
such Event of Default first occurred and ending on the earlier of (x) the date on which such Event of Default is cured or validly
waived and (y) the 180th day immediately following, and including, the date on which such Event of Default first occurred; and


 






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B.     if
such Event of Default has not been cured or validly waived prior to the 181st day immediately following, and including, the date on which
such Event of Default first occurred, 0.50% per annum of the principal amount of the Notes outstanding for each day during the period
beginning on, and including, the 181st day immediately following, and including, the date on which such Event of Default first occurred
and ending on the earlier of (x) the date on which such Event of Default is cured or validly waived and (y) the 360th day immediately
following, and including, the date on which such Event of Default first occurred.


 


For
the avoidance of doubt, the first 180-day period set forth in this Section 6.03 shall not commence until expiration of the
60-day period referenced in ‎Section 6.01(f) above.


 


(b)      Any
Additional Interest payable pursuant to Section 6.03(a) shall be in addition to any Additional Interest that may accrue pursuant
to Sections 4.06(d) and 4.06(e). Notwithstanding anything in this Indenture to the contrary, in no event, however, shall any Additional
Interest that may accrue as a result of a Filing Default, as described in Section 4.06(d), together with any Additional Interest
that may accrue in the event the Company elects pursuant to Section 6.03 to pay Additional Interest as the sole remedy relating to
the failure to comply with the Company’s obligations under ‎Section 4.06(c),
accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay
such Additional Interest.


 


(c)       If
the Company elects to pay Additional Interest pursuant to ‎Section 6.03(a),
such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes and will
accrue on all Notes then outstanding from, and including, the date on which the Event of Default relating to the Company’s failure
to comply with its obligations as set forth in ‎Section 4.06(c) first
occurs to, but not including, the 361st day thereafter (or such earlier date on which such Event of Default is cured or waived by the
Holders of a majority in principal amount of the Notes then outstanding). On the 361st day after such Event of Default (if such Event
of Default is not cured or waived prior to such 361st day), such Additional Interest will cease to accrue and the Notes will be subject
to acceleration as provided in ‎Section 6.02.
In the event the Company does not elect to pay Additional Interest following an Event of Default relating to the Company’s failure
to comply with its obligations as set forth in ‎Section 4.06(c) in
accordance with this ‎Section 6.03, or the Company
has elected to make such payment but does not pay the Additional Interest when due, the Notes shall immediately be subject to acceleration
as provided in ‎Section 6.02. For the avoidance
of doubt, the provisions of this ‎Section 6.03
shall not affect the rights of Holders in the event of the occurrence of any other Event of Default.


 


(d)      In
order to elect to pay Additional Interest as the sole remedy during the first 360 days after the occurrence of an Event of Default relating
to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(c),
the Company must notify all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee) in writing of such election
on or before the close of business on the date on which such Event of Default first occurs. Upon the Company’s failure to timely
give such notice or pay Additional Interest, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02.


 






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Section 6.04.     Payments
of Notes on Default; Suit Therefor. If an Event of Default described in clause ‎(a), ‎(b) or ‎(c) of
‎Section 6.01 shall have occurred and the Notes have become due and payable pursuant to ‎Section 6.02,
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 (including the Tax Redemption Price, the Optional Redemption Price or the Fundamental Change
Repurchase Price, if applicable), satisfaction of the Exchange Obligation with respect to all Notes that have been exchanged, and interest,
if any, with (to the extent that payment of such interest shall be legally enforceable) interest on any such overdue amounts, at the rate
borne by the Notes, 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, the Guarantor or any other obligor upon the
Notes and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company, the Guarantor
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 Guarantor or the Company under Bankruptcy Law, 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 Guarantor or the Company, or the property of the Guarantor or the Company, or in the event of any other
judicial proceedings relative to the Guarantor or the Company, or to the creditors or property of the Guarantor or the Company, the Trustee,
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this ‎(a), 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 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 Guarantor or the Company, 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.


 






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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, rescission or annulment
pursuant to ‎Section 6.09 or for any other reason or shall have been determined adversely to the Trustee, then and in every such
case the Company, the Guarantor, 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.


 


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 (acting in any capacity hereunder) under ‎Section 7.06;


 


SECOND:     to
the payment of the amounts then due and unpaid for principal of, the Tax Redemption Price (if applicable), the Optional Redemption Price
(if applicable) and the Fundamental Change Repurchase Price (if applicable) of, and/or satisfaction of the Exchange Obligation with respect
to all Notes that have been exchanged, and interest on the Notes in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes; and


 


THIRD:         to
the Company.


 






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Section 6.06.     Proceedings
by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Tax Redemption Price, the Optional
Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment and/or delivery of
the consideration due upon exchange of any Note, 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 has previously given the Trustee written notice that an Event of Default is continuing;


 


(b)       the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the
remedy;


 


(c)       such
Holders have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability, claim or expense;


 


(d)      the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such security or indemnity; and


 


(e)       the
Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction that, in the opinion of
the Trustee, is inconsistent with such request within such 60-day period.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder, it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not any such use prejudices the rights of another Holder or obtains a preference or priority
over another Holder.


 


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 Tax Redemption Price, the Optional 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 exchange 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 against the Company for the enforcement of any such
payment of principal (including the Tax Redemption Price, the Optional Redemption Price and the Fundamental Change Repurchase Price, as
applicable), accrued and unpaid interest, if any, on and the consideration due upon exchange of, its Notes, on or after such respective
dates expressed or provided for in this Indenture shall not be amended 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.


 






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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 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.


 


(a)       The
Holders of a majority of the aggregate principal amount of the Notes at the time outstanding 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 or the Guarantee; provided, however, that (i) such direction shall not be in conflict
with any rule of law or with this Indenture, and (ii) 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 conflicts with any rule of law or with
this Indenture, it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that would involve the
Trustee in personal liability.


 


(b)      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 hereunder and rescind any acceleration with respect to the Notes and its consequences hereunder
except:


 


A.     a
default in the payment of the principal (including any Tax Redemption Price, any Optional Redemption Price and any Fundamental Change
Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, on the Notes;


 


B.     a
failure by the Company to deliver the consideration due upon exchange of the Notes; or


 


C.     with
respect to a Default or Event of Default in respect of a covenant or provision hereof which under ‎Article 10
cannot be modified or amended without the consent of each affected Holder;


 


provided
that, in the case of the rescission of any acceleration with respect to the Notes, (1) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default (other than the nonpayment of the
principal of and interest on the Notes that have become due solely by such declaration of acceleration) have been cured or waived and
all amounts owing to the Trustee have been paid.


 






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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. If a Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee (as provided in ‎Section 7.02(j)),
the Trustee shall send to all Holders as the names and addresses of such Holders appear upon the Note Register notice of such Default
within 90 days after it obtains such knowledge or, if it is not actually known to a Responsible Officer of the Trustee at such time, promptly
(and in any event within ten (10) Business Days) after it becomes actually known to a Responsible Officer. Except in the case of
a Default in the payment of principal of (including the Tax Redemption Price, the Optional Redemption Price and the Fundamental Change
Repurchase Price, if applicable) or accrued and unpaid interest, if any, on any Note or a Default in the payment or delivery of the consideration
due upon exchange, the Trustee shall be protected in withholding such notice if and so long as 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 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, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (including, but not limited to, the Tax Redemption Price, the Optional Redemption Price and the Fundamental
Change Repurchase Price with respect to the Notes being redeemed or repurchased as provided in this Indenture) or accrued and unpaid interest,
if any, on any Note on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the payment
or delivery of consideration due upon exchange.


 






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Article 7

Concerning the Trustee


  


Section 7.01.     Duties
and Responsibilities of Trustee.


 


(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:


 


A.            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


 


B.            in
the absence of gross negligence 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 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 such certificates and opinions, including
mathematical calculations or other facts stated therein).


 


(b)      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 their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(c)       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.     this
subsection shall not be construed to limit the effect of subsection ‎(a) of this Section;


 


B.     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 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 a written direction
received by it pursuant to the terms hereof, or exercising any trust or power conferred upon the Trustee, under this Indenture; and


 


D.     no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 






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(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 7.01.


 


Section 7.02.     Certain
Rights of the Trustee.


 


(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 believed by it in good faith to be genuine and
to have been signed or presented by the proper party or parties;


 


(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 Officer of the Company or the Guarantor, as the case may be;


 


(c)       the
Trustee may consult with counsel of its selection 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;


 


(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, at a reasonable time on any Business Day, 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 duly authorized
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;


 






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(h)      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;


 


(i)        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;


 


(j)       except
with respect to ‎Section 4.01 hereof, the Trustee
shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in ‎Article 4
hereof, and 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 given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the
Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture;


 


(k)       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 (if other than the Trustee) or any records maintained by any co-Note
Registrar with respect to the Notes;


 


(l)        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
such Responsible Officer of the Trustee had actual knowledge of such event;


 


(m)      in
the absence of 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, fees, taxes or other
charges 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 written investment direction from the Company;


 


(n)      the
rights and protections afforded to the Trustee pursuant to this ‎Article 7
shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act
hereunder;


 


(o)      subject
to this ‎Article 7, if an Event of Default occurs
and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at
the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security
or indemnity satisfactory to the Trustee against any loss, liability, claim or expense which might be incurred by it in compliance with
such request or direction;


 






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


 


(q)      under
no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


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. 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, Exchange Agents or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Exchange Agent, the Custodian
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, Exchange Agent, Custodian or Note Registrar


 


Section 7.05.     Monies
To Be Held in Trust. All monies 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 held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law or as expressly provided herein. The Trustee shall be under no liability for interest on any money received
by it hereunder except as may be agreed from time to time by the Company and the Trustee.


 


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 hereunder (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 the Trustee’s negligence or willful misconduct, as determined by a
final, non-appealable judgment of a court of competent jurisdiction. The Company and the Guarantor, jointly and severally, covenant to
indemnify the Trustee (which for purposes of this ‎Section 7.06 shall include its officers, directors, employees and agents)
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 (including court costs and
taxes other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct (as determined by a final,
non-appealable judgment of a court of competent jurisdiction) 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 (whether
asserted by the Company, a Holder or any other Person) or liability in connection with exercise or performance of any of their powers
or duties hereunder or of enforcing this Indenture against the Company or the Guarantor (including this ‎Section 7.06).
The obligations of the Company and the Guarantor 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. Such senior claim will survive the satisfaction and discharge
of this Indenture. 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 obligations of the Company and the Guarantor under this ‎Section 7.06
shall survive the satisfaction and discharge of this Indenture, for any reason, including any termination or rejection hereof under any
Bankruptcy Law, final payment of the Notes and the earlier resignation, removal or replacement of 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.


 






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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(h) 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
gross negligence and willful misconduct on the part of the Trustee, as determined by a final, non-appealable judgment of a court of competent
jurisdiction, 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 gross negligence and willful misconduct on the part of the Trustee, as determined by a
final, non-appealable judgment of a court of competent jurisdiction, 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 7.08, 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 7.


 






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Section 7.09.     Resignation
or Removal of Trustee. The Trustee may at any time resign and be discharged from the trust created hereby 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 of the Company, 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 30 days after
the mailing of such notice of resignation to the Holders, the resigning Trustee may, at the expense of the Company, upon ten Business
Days’ notice to the Company and the Holders, petition 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 may, subject to the provisions of ‎Section 6.11,
on behalf of itself 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.


 


(a)       In
case at any time any of the following shall occur:


 


A.    the
Trustee shall fail to comply with ‎Section 7.13 within a reasonable time after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months;


 


B.     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


 


C.     the
Trustee shall become incapable of acting, or shall be adjudged 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 any such 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 may, on behalf of itself
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 court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.


 


(b)      The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding may at any time remove the Trustee by notifying
the Trustee in writing at least 30 days prior to such removal 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. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after removal of the Trustee by the Holders, the Trustee may, at the
expense of the Company, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction
for the appointment of a successor trustee.


 


(c)      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 (i) payment of all fees and expenses owing to the Trustee and (ii) 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 predecessor trustee
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 pursuant to this Indenture, 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.
The retiring or removed Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee.


 


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 send or cause to be sent 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.


 


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.


 






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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 of authentication shall have the full
force which it is anywhere in the Notes or in this Indenture; provided that the certificate of authentication of the Trustee shall
have 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 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 ten Business Days after the date any Officer 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.


 


Section 7.13.     Conflicting
Interests of Trustee. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of
this Indenture.


 


Section 7.14.     Limitation
on Trustee’s Liability. Except as provided in this Article, in accepting the trusts hereby created, the entities acting as Trustee
are acting solely as Trustee hereunder and not in their individual capacity and, except as provided in this Article, all Persons having
any claim against the Trustee by reason of the transactions contemplated by this Indenture or any Note shall look only to the Company
and the Guarantor for payment or satisfaction thereof.


 






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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 Holders of such specified percentage have joined therein
may be evidenced (i) 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 (ii) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and
held, or (iii) 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 and ‎Section 7.02, 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.


 


Section 8.03.     Who
Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Exchange 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 exchange of such Note and for all other purposes;
and neither the Company nor the Trustee nor any Paying Agent nor any Exchange Agent nor any Note Registrar shall be affected by any notice
to the contrary. All such payments or deliveries so made to any Holder, or upon its order, shall be valid, and, to the extent of sums
or shares so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares 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,
notice, consent, waiver or other action under this Indenture, Notes that are owned by the Company or by any Affiliate of the Company shall
be disregarded (from both the numerator and the denominator) 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 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 or any Affiliate of the Company. 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.


 






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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

[Reserved]


 


Article 10

Supplemental Indentures


 


Section 10.01.     Supplemental
Indentures Without Consent of Holders. Notwithstanding ‎Section 10.02, without the consent of any Holder, the Company,
the Guarantor and the Trustee may amend or supplement this Indenture, the Notes and the Guarantee to:


 


(a)            cure
any ambiguity, mistake, omission, defect or inconsistency in this Indenture, the Notes or the Guarantee;


 


(b)            provide
for the assumption by an Issuer Permitted Successor or a Guarantor Permitted Successor, as the case may be, of the obligations of the
Company or the Guarantor, as applicable, under this Indenture, the Notes or the Guarantee in accordance with ‎Article 11;


 


(c)            add
additional guarantees with respect to the Notes;


 


(d)            secure
the Notes or the Guarantee;


 


(e)            increase
the Exchange Rate of the Notes;


 


(f)             add
to the covenants or Events of Default of the Company or the Guarantor that the Guarantor’s Board of Directors considers to be for
the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon
the Company or the Guarantor;


 






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(g)            make
any change that does not adversely affect the rights of any Holder, as determined in good faith by the Company’s Board of Directors
and evidenced by a Board Resolution of the Company delivered to the Trustee;


 


(h)            in
connection with any Specified Corporate Event, provide that the Notes are exchangeable for Reference Property, subject to ‎Section 14.02,
and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture;


 


(i)             evidence
and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee
is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in an Officer’s Certificate;


 


(j)             conform
the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum;


 


(k)            provide
for the issuance of additional Notes in accordance with ‎Section 2.10;
or


 


(l)             irrevocably
select a Settlement Method or Specified Dollar Amount (or a minimum Specified Dollar Amount) or eliminate the Company’s right to
elect a Settlement Method.


 


The
Trustee is hereby authorized to join with the Company and the Guarantor in the execution of any such amendment, supplement or waiver,
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 amendment, supplement or waiver that adversely affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Section 10.02.     Supplemental
Indentures with Consent of Holders. Except as provided above in ‎Section 10.01 and below in this ‎Section 10.02,
the Company, the Guarantor and the Trustee may from time to time and at any time amend or supplement this Indenture, the Notes and the
Guarantee 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), and any existing Default or Event of Default
(other than (i) a Default or Event of Default in the payment of the principal (including any Tax Redemption Price, any Optional Redemption
Price and any Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, on the Notes, except a payment
default resulting from an acceleration that has been rescinded, and (ii) a Default or Event of Default as a result of a failure by
the Company to deliver or procure delivery of the consideration due upon exchange of the Notes) or compliance with any provision of this
Indenture, the Notes or the Guarantee may be waived 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); provided,
however, that, without the consent of each Holder of an outstanding Note affected, no such amendment shall:


 






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(a)            reduce
the amount of Notes whose Holders must consent to an amendment;


 


(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)            reduce
the amount of principal payable upon acceleration of the maturity of the Notes;


 


(e)            impair
or adversely affect the right of Holders to exchange Notes or otherwise modify the provisions with respect to exchange, or reduce the
Exchange Rate (subject to such modifications as are required under this Indenture);


 


(f)             reduce
the Tax Redemption Price, the Optional Redemption Price or 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;


 


(g)            make
any Note payable in a money, or at a place of payment, other than that stated in the Note;


 


(h)            change
the ranking of the Notes in right of payment of the obligations under the Notes;


 


(i)             impair
or affect the right of any Holder to institute suit for the enforcement of any payment of principal (including the Tax Redemption Price,
the Optional Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on,
or the consideration due upon exchange of, its Notes, on or after the respective due dates expressed or provided for in this Indenture;


 


(j)             make
any change to the provisions related to Additional Amounts set forth in Section 4.10 that adversely affects the Holders;


 


(k)            make
any change in this ‎Article 10 or in the waiver
provisions (including in ‎Section 6.09), in
each case, that requires each Holder’s consent;


 


(l)             modify
the Guarantee in any manner adverse to the Holders; or


 


(m)            cause
the Paid-up Value of the Preference Shares to be altered.


 


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 and the Guarantor in the execution of such amendment, supplement or waiver unless such amendment, supplement or
waiver adversely 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 amendment, supplement or waiver.


 






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Holders do not need under this ‎Section 10.02
to approve the particular form of any proposed amendment, supplement or waiver of this Indenture. It shall be sufficient if such Holders
approve the substance thereof. After any such amendment, supplement or waiver becomes effective, the Company shall send to the Holders
a notice briefly describing such amendment, supplement or waiver, unless such a description is included in a current report on a Form 8-K
(or a successor thereto) is filed by the Company. 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 amendment, supplement or waiver.


 


Section 10.03.     Effect
of Amendment, Supplement and Waiver. Upon the execution of any amendment, supplement or waiver of this Indenture pursuant to the provisions
of this ‎Article 10, this Indenture 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, the Guarantor
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 amendment or supplement shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.


 


Section 10.04.     Notation
on Notes. Notes authenticated and delivered after the execution of any amendment, supplement or waiver to this 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 amendment, supplement or waiver. 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 of the Guarantor, to any modification of this Indenture
contained in any such amendment, supplement or waiver 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 17.11) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then outstanding. Failure to make the appropriate notation or issue
a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 10.05.     Evidence
of Compliance of Amendment, Supplement or Waiver To Be Furnished To Trustee. In addition to the documents required by ‎Section 17.06,
the Trustee shall accept and be entitled to conclusively rely on an Officer’s Certificate and an Opinion of Counsel as sufficient
evidence that any amendment, supplement or waiver to this 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 and the Guarantor party
thereto, enforceable in accordance with its terms.





 






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Article 11

Consolidation, Merger and Sale


 


Section 11.01.     The
Guarantor May Consolidate, Etc. on Certain Terms.



 


(a)            The
Guarantor shall not consolidate with or merge with or into or amalgamate with or otherwise combine with, or sell, lease or otherwise transfer
or dispose of all or substantially all of the Guarantor’s and the Guarantor’s Subsidiaries’ consolidated assets, taken
as a whole, to, another Person, unless:


 


A.           (1) the
Guarantor is the surviving Person or (2) the resulting, surviving or transferee Person (if not the Guarantor) (the “Guarantor
Permitted Successor”) (A) is a Person organized and existing under the laws of any Permitted Jurisdiction and treated
as a corporation for U.S. federal income tax purposes, and (B) expressly assumes by supplemental indenture in form satisfactory
to the Trustee all of the Guarantor’s obligations under the Notes, this Indenture and the Guarantee; and


 


B.            immediately
after giving effect to such transaction, (i) the Company is a Wholly-Owned Subsidiary of the Guarantor or a Guarantor Permitted Successor
and is treated as a disregarded entity for U.S. federal income tax purposes or has merged into the Guarantor or a Guarantor Permitted
Successor and (ii) no Default or Event of Default shall have occurred and be continuing under this Indenture.


 


For purposes of this ‎Section 11.01, any
sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Guarantor to another Person that would,
if such assets were held directly by the Guarantor instead of such Subsidiaries, have constituted the sale, lease or other transfer or
disposition of all or substantially all of the Guarantor’s consolidated assets, taken as a whole, shall be deemed to be the sale,
lease or other transfer or disposition of the assets of all or substantially all of the Guarantor’s consolidated assets, taken as
a whole, to another Person.


 


(b)            Upon
any such consolidation, merger, combination, or sale, lease or other transfer or disposition and upon the assumption by the Guarantor
Permitted Successor, by supplemental indenture, executed and delivered to the Trustee and in form satisfactory 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 and/or
payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants
and conditions of this Indenture, the Notes and the Guarantee to be performed by the Guarantor, such Guarantor Permitted Successor (if
not the Guarantor) shall succeed to, and may exercise every right and power of and be substituted for, the Guarantor, with the same effect
as if it had been named herein as the party of the first part, and the Guarantor shall be discharged from its obligations under the Notes,
this Indenture and the Guarantee, except in the case of a lease.


 


Section 11.02.     Company
May Consolidate, Etc. on Certain Terms.


 


(a)            The
Company shall not consolidate with or merge with or into or amalgamate with or otherwise combine with, or sell, lease or otherwise transfer
or dispose of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as
a whole, to, another Person, unless:


 


A.           (1) the
Company is the surviving Person or (2) the resulting, surviving or transferee Person (if not the Company) (the “Issuer
Permitted Successor”) (A) is a Person organized under the laws of any Permitted Jurisdiction and treated as a corporation
for U.S. federal income tax purposes and (B) expressly assumes by supplemental indenture in form satisfactory to the Trustee all
of the Company’s obligations under the Notes and this Indenture; and


 






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B.            immediately
after giving effect to such transaction, (i) the Company is a Wholly-Owned Subsidiary of the Guarantor or a Guarantor Permitted Successor
or has merged into the Guarantor or a Guarantor Permitted Successor and (ii) no Default or Event of Default shall have occurred and
be continuing under this Indenture.


 


For purposes of this Section 11.02, any sale,
lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to another Person that would, if such
assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition
of all or substantially all of the Company’s consolidated assets, taken as a whole, shall be deemed to be the sale, lease or other
transfer or disposition of the assets of all or substantially all of the Company’s consolidated assets, taken as a whole, to another
Person.


 


(b)            Upon
any such consolidation, merger, combination, or sale, lease or other transfer or disposition and upon the assumption by the Issuer Permitted
Successor, by supplemental indenture, executed and delivered to the Trustee and in form satisfactory 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 and/or payment, as the
case may be, of any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants and conditions
of this Indenture and the Notes to be performed by the Company, such Issuer Permitted Successor (if not the Company) shall succeed to,
and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as
the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such Issuer
Permitted Successor (instead of the Company, if applicable) 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 Issuer Permitted Successor 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 an Officer of the Company to the Trustee for authentication,
and any Notes that such Issuer Permitted Successor thereafter shall cause to be signed and delivered to the Trustee for that purpose.
All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.


 


Section 11.03.     Opinion
of Counsel and Officer’s Certificate To Be Given to Trustee. In connection with any consolidation, merger, amalgamation, combination
or sale, lease or other transfer or disposition implicated by this ‎Article 11, the Trustee shall not be required to take
any action unless the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel, each stating that any such
consolidation, merger, amalgamation, combination or sale, lease or other transfer or disposition and any such assumption and such supplemental
indenture (if any) complies with the provisions of this ‎Article 11 and, if a supplemental indenture is required in connection
with such transaction, an Opinion of Counsel, which shall state that the Indenture, the Guarantee and the Notes, as applicable, constitute
legal, valid and binding obligations of any Guarantor Permitted Successor or any Issuer Permitted Successor, as applicable, subject to
customary exceptions.


 



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Article 12

Immunity of Incorporators, Shareholders, Officers and Directors


 


Section 12.01.     Indenture,
Notes and Guarantee Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on,
or the payment or delivery of consideration due upon exchange of, any Note or the Guarantee, 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 or the Guarantor in this Indenture
or in any supplemental indenture or in any Note or the Guarantee, nor because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, shareholder, employee, agent, Officer or director or Subsidiary (other than the Company), as such,
past, present or future, of the Company or the Guarantor or of any of their respective successor corporations or other entities, either
directly or through the Company, the Guarantor or any of their respective successor corporations or other entities, 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 and the Guarantee.


 


Article 13

Guarantee


 


Section 13.01.     Guarantee.


 


(a)            Subject
to this ‎Article 13, the Guarantor fully and
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company
hereunder and thereunder, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to
any applicable grace period, whether at the Maturity Date, by acceleration, upon redemption, upon repurchase or otherwise, and interest
on the overdue principal of and (to the extent permitted by law) interest on the Notes will be promptly paid and/or delivered in full
when due upon exchange, and all other payment obligations of the Company to the Holders or the Trustee (acting in any capacity hereunder)
hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof, including, without
limitation, the Company’s obligation to pay cash consideration due upon exchange and/or procure or cause the delivery of Ordinary
Shares issuable upon exchange of the Preference Shares, in each case, in accordance with this Indenture upon exercise of a Holder’s
exchange right, on a senior unsecured basis; (ii) the obligations of the Company under the Preference Shares and (iii) in case
of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity
Date, by acceleration, upon redemption, upon repurchase or otherwise. Failing payment when so due of any amount so guaranteed for whatever
reason, the Guarantor will be obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture
shall constitute an event of default under the Guarantee, and shall entitle the Holders to accelerate the obligations of the Guarantor
hereunder in the same manner and to the same extent as the obligations of the Company.


 






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(b)            The
Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance
(other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor
further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that the Guarantee will not be discharged except by complete performance of the obligations contained
in the Notes and this Indenture, or pursuant to ‎Section 13.03.


 


(c)            The
Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this ‎Section 13.01.


 


(d)            If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor, or any Custodian, Trustee or
other similar official acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the
Trustee or such Holder, the Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(e)            The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (a) the
maturity of the obligations guaranteed hereby may be accelerated as provided in ‎Article 6
of this Indenture for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as
provided in ‎Article 6 of this Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.


 


(f)            The
Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver
or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law,
continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantee, whether as
a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not
been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 






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(g)            In
case any provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


(h)            Each
payment to be made by the Guarantor in respect of the Guarantee shall be made without set-off, counterclaim, reduction or diminution of
any kind or nature.


 


(i)            For
the avoidance of doubt, the Guarantee with respect to a Note is not exchangeable and shall automatically terminate when such Note is exchanged
in accordance with this Indenture.


 


Section 13.02.     Execution
and Delivery.


 


The Guarantee shall be evidenced by the execution
and delivery of this Indenture or a supplement to this Indenture and no notation of the Guarantee need be endorsed on any Note. The Guarantor
hereby agrees that the Guarantee set forth in ‎Section 13.01 shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of the Guarantee on the Notes.


 


If an Officer whose signature is on this Indenture
no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor.


 


Section 13.03.     Release
of the Guarantee.


 


The Guarantee shall be automatically and unconditionally
released and discharged under this Indenture upon the discharge of the Company’s obligations under this Indenture in accordance
with the terms of this Indenture.


 


At the request of the Company and upon delivery
of an Officer’s Certificate and Opinion of Counsel, the Trustee shall execute any documents reasonably requested by the Company
in order to evidence the release of the Guarantor from its obligations under the Guarantee.


 


Section 13.04.     Limitation
on Guarantor Liability.


 


The Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that the Guarantee not constitute a fraudulent conveyance or
a fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to the Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under the Guarantee will be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of the Guarantor and result in the obligations of the Guarantor
under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being
void or voidable under any similar laws affecting the rights of creditors generally.


 






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Section 13.05.     Subrogation.


 


The Guarantor shall be subrogated to all rights
of Holders against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of ‎Section 13.01;
provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any
payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture
or the Notes shall have been paid in full.


 


Section 13.06.     Benefits
Acknowledged.


 


The Guarantor acknowledges that it will receive
benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to the
Guarantee are knowingly made in contemplation of such benefits.


 


Section 13.07.     “Trustee”
to Include Paying Agent.


 


In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this ‎Article 13
shall in each case (unless the context shall otherwise require) be construed as extending to, and including, such Paying Agent within
its meaning as fully and for all intents and purposes as if such Paying Agent were named in this ‎Article 13 in place of the
Trustee.


 


Article 14

Exchange of Notes


 


Section 14.01.     Exchange
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 exchange all or any portion of such Note (if the portion
to be converted is $1,000 principal amount or an integral multiple thereof):


 


(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 preceding August 15, 2026 under the circumstances and during the periods set forth in ‎Section 14.01(b);
and


 






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(ii)            regardless
of the conditions described in ‎Section 14.01(b), on or after August 15, 2026, at any time prior to the close of
business on the Business Day immediately preceding the Maturity Date,


 


in
each case, subject to certain limitations set forth in Section 14.01(c) and at an initial exchange rate of 28.9765
Ordinary Shares (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the
 “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of
 ‎Section 14.02, the “Exchange Obligation”). Subject to the terms of the Notes and this Indenture,
if the Company elects (or is deemed to have elected, as applicable) to satisfy its
Exchange Obligation through Physical Settlement or Combination Settlement, each Note shall entitle the Holder to convert each $1,000
principal amount of Notes into one fully paid Preference Share, with each Preference Share being issued and allotted at a price
equal to the Paid-Up Value. The Company shall procure that all Preference Shares issued on exchange of the Notes shall (without any
further action being required to be taken by exchanging Holders of the Notes) immediately and automatically be transferred on and as
of the relevant Exchange Date to the Guarantor. Accordingly, references in this Indenture to rights of exchange, or to the exchange
of Notes for Ordinary Shares, and all similar expressions, shall be taken to refer to the entitlement of the Holder to convert Notes
into Preference Shares and the immediate and automatic exchange of such Preference Shares for Ordinary Shares, which the Company
shall cause to occur, pursuant to the terms of the Notes and this Indenture.


 


(b)            (i) Prior
to the close of business on the Business Day immediately preceding August 15, 2026, a Holder may surrender all or any portion of
its Notes in an Authorized Denomination for exchange at any time during the five Business Day period 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 the procedures and conditions described below in 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 per Ordinary Share and
the Exchange Rate on each such Trading Day.


 


(A)            The
Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount
of the 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) unless a Holder
of at least $1,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and 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 per Ordinary Share and the Exchange Rate on such Trading Day. At such 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 the Notes beginning on the next Trading Day following the receipt of
such evidence 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 per Ordinary Share and the Exchange Rate on such Trading Day.


 






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(B)            If
the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other
than the Trustee) in writing. If, at any time after the Trading Price condition 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 per Ordinary Share and the Exchange Rate on such
Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing.


 


(C)             If
the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation
Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent
fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then,
in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last
Reported Sale Price per Ordinary Share and the Exchange Rate on each Trading Day of such failure.


 


(ii)           If,
prior to the close of business on the Business Day immediately preceding August 15, 2026, the Guarantor elects to:


 


(A)            issue
to all or substantially all holders of Ordinary Shares any rights, options or warrants (other than pursuant to a stockholders rights plan
in connection with the initial adoption by the Guarantor, so long as such rights have not separated from the Ordinary Shares and are not
exercisable until the occurrence of a Trigger Event) entitling them, for a period of not more than 45 calendar days after the announcement
date of such issuance, to subscribe for or purchase Ordinary Shares at a price per Ordinary Share that is less than the average of the
Last Reported Sale Prices per Ordinary Share 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 Ordinary Shares assets, securities or rights, options or warrants to purchase securities (in each
case, other than any distribution pursuant to a shareholder’s rights agreement or rights plan), which distribution has a per share
value, as reasonably determined by the Guarantor’s Board of Directors, exceeding 10% of the Last Reported Sale Price per Ordinary
Share on the Trading Day immediately preceding the date of announcement of such distribution,


 


then, in either case, the Company
shall notify all Holders of the Notes at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution.
Once the Company has given such notice, the Holders may surrender all or any portion of their Notes in an Authorized Denomination for
exchange at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date
for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place.


 






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No Holder
may exchange any of its Notes pursuant to this ‎Section 14.01(b)(ii) if such Holder otherwise participates in such issuance
or distribution, at the same time and upon the same terms as holders of the Ordinary Shares and as a result of holding Notes, without
having to exchange its Notes as if such Holder held a number of Ordinary Shares equal to (x) the applicable Exchange Rate multiplied
by (y) the principal amount (expressed in thousands) of Notes held by such Holder.


 


(iii)          If,
prior to the close of business on the Business Day immediately preceding August 15, 2026:


 


(A)            a
transaction or event that constitutes a Fundamental Change occurs;


 


(B)             a
transaction or event that constitutes a Make-Whole Fundamental Change occurs; or


 


(C)             the
Guarantor is a party to a consolidation, merger or other combination, statutory share exchange or sale, lease or other transfer or disposition
of all or substantially all of the Guarantor’s and its Subsidiaries’ consolidated assets, taken as a whole, in each case,
pursuant to which the Ordinary Shares would be exchanged into cash, stock, other securities or other property or assets (including any
combination thereof),


 


then, in each case, the Holders
may surrender all or any portion of their Notes in an Authorized Denomination for exchange at any time from or after the open of business
on the Business Day immediately following the day the Company publicly announces such transaction (even if such transaction has not yet
occurred) until the close of business on the 35th Trading Day immediately following the actual effective date of such transaction or,
if such transaction constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related
Fundamental Change Repurchase Date.


 


The Company
shall notify holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing of the effective date of any such transaction
as promptly as practicable following the date the Company publicly announces such transaction and the Company shall use commercially reasonable
efforts to notify Holders in writing prior to such effective date, if practicable.


 


(iv)          Prior
to the close of business on the Business Day immediately preceding August 15 2026, a Holder may surrender all or any portion of
its Notes in an Authorized Denomination for exchange at any time during any calendar quarter commencing after the calendar quarter ending
on March 31, 2022 (and only during such calendar quarter), if the Last Reported Sale Price per Ordinary Share for at least 20 Trading
Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately
preceding calendar quarter is greater than or equal to 130% of the Exchange Price on each applicable Trading Day. The Company shall determine
whether the Notes are exchangeable because the condition in this ‎Section 14.01(b)(iv) is met and promptly provide written
notice to the Holders, the Trustee and the Exchange Agent (if other than the Trustee).


 






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(v)           If
the Company calls the Notes for Tax Redemption pursuant to ‎Section 16.01(a), Holders may exchange any or all of their Notes
at any time from, and including, the date of the Notice of Tax Redemption until
the close of business on the Business Day immediately preceding the related Tax Redemption Date, or, if the Company fails to pay the Tax
Redemption Price, such later date on which the Company pays or duly provides for the Tax Redemption
Price.


 


(vi)          If
the Company calls all or any of the Notes for Optional Redemption pursuant to Section 16.01(b), the Holder of a Note called for Optional
Redemption in respect of the relevant Notice of Optional Redemption may exchange such Note at any time from, and including, the date of
the Notice of Optional Redemption until the close of business on the Business Day immediately preceding the related Optional Redemption
Date, even if such Note is not otherwise exchangeable at such time. After such time, the right to exchange
such Note on account of the Company’s delivery of such Notice of Optional Redemption shall expire, unless the Company defaults in
the payment of the Optional Redemption Price, in which case the Holder of such Note may exchange such Note (or a portion thereof) until
the Optional Redemption Price has been paid or duly provided for. Notwithstanding the foregoing, if the Company elects to redeem
fewer than all of the outstanding Notes pursuant to Section 16.01(b), and the Holder of any Note (or any owner of a beneficial interest
in any Global Note) is reasonably not able to determine, before the close of business on the 32nd Scheduled Trading Day immediately before
the relevant Optional Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional
Redemption, then such Holder or owner, as applicable, shall be entitled to exchange such Note or beneficial interest, as applicable, at
any time before the close of business on the Business Day immediately prior to such Optional Redemption Date, unless the Company defaults
in the payment of the Optional Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to exchange such
Note or beneficial interest, as applicable, until the Optional Redemption Price has been paid or duly provided for, and each such exchange
shall be deemed to be of a Note called for Optional Redemption pursuant to Section 16.01(b).


 


(c)            Notwithstanding
any other provision of this Indenture or the Notes, no Holder of the Notes shall be entitled to receive Ordinary Shares upon exchange
of such Notes or Preference Shares to the extent that such receipt would cause a violation of the Ownership Limitation and any purported
delivery of Ordinary Shares upon exchange of such Notes or Preference Shares shall be void and have no effect to the extent that such
delivery would result in a violation of the Ownership Limitation. If any delivery of Ordinary Shares owed to a Holder upon exchange of
Notes or Preference Shares is not made, in whole or in part, as a result of the limitations described in this Section 14.01(d), the
Company’s obligation to make such delivery shall not be extinguished, and the Company shall deliver such Ordinary Shares (but only
to the extent that such delivery would not cause a violation of the Ownership Limitation) as promptly as practicable after the applicable
Holder gives notice to the Company and the Company determines that such delivery would not result in a violation of the Ownership Limitation,
provided that to the extent a purported delivery of any such Ordinary Shares owed to a Holder upon exchange of Notes or Preference
Shares that would cause a violation of the Ownership Limitation is made, such Ordinary Shares (to the extent that such delivery would
result in a violation of the Ownership Limitation) shall be subject to the terms of the Guarantor’s bye-laws (as they may be further
amended) automatically designated and treated as “Excess Shares” (as such term is defined in the Guarantor’s
bye-laws, as it may be further amended, and as used therein) and shall be transferred to the Excess Share Trustee (as such term is defined
in the Guarantor’s bye-laws, as it may be further amended), for the benefit of the Charitable Beneficiary (as such term is defined
in the Guarantor’s bye-laws, as it may be further amended). A Holder of Notes that were exchanged into excess shares shall have
no rights in such Excess Shares, other than a right to receive certain payments upon liquidation, dissolution or, in certain circumstances,
disposition of such excess shares, and shall not be permitted to receive any amount that reflects any appreciation in the excess shares
during the period that such excess shares were outstanding.


 






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Section 14.02.     Exchange
Procedure; Settlement Upon Exchange.


 


(a)            Subject
to this ‎Section 14.02, ‎Section 14.03(b) and
‎Section 14.07(a), upon exchange of any Note,
the Company shall, at its election, pay or deliver, as the case may be, to the exchanging Holder, in full satisfaction of its Exchange
Obligation, cash (“Cash Settlement”), Ordinary Shares (“Physical Settlement”) or a combination of
cash and Ordinary Shares (“Combination Settlement”), as set forth in this ‎Section 14.02.


 


(i)            All
exchanges for which the relevant Exchange Date occurs on or after August 15, 2026, and all exchanges occurring after the date of
the Company’s issuance of a Notice of Tax Redemption or a Notice of Optional Redemption and prior to the close of business on the
Business Day immediately preceding the related Tax Redemption Date or Optional Redemption Date, as applicable, shall be settled using
the same Settlement Method (including the same relative proportion of cash and/or Ordinary Shares). Except for any exchanges for which
the relevant Exchange Date occurs on or after August 15, 2026, or after the date of the Company’s issuance of a Notice of Tax
Redemption or a Notice of Optional Redemption and prior to the close of business on the Business Day immediately preceding the related
Tax Redemption Date or Optional Redemption Date, as applicable, the Company shall use the same Settlement Method (including the same relative
proportion of cash and/or Ordinary Shares) for all exchanges with the same Exchange Date, but the Company shall not have any obligation
to use the same Settlement Method with respect to exchanges with different Exchange Dates.


 


(ii)            If
the Company elects a Settlement Method, the Company shall deliver notice to Holders through the Exchange Agent of such Settlement Method
the Company has selected no later than the close of business on the Trading Day immediately following the related Exchange Date (or (i) in
the case of any exchanges for which the relevant Exchange Date occurs on or after August 15, 2026, no later than August 15,
2026, or (ii) in the case of any exchanges occurring after the date of issuance of a Notice of Tax Redemption and prior to the close
of business on the Business Day immediately preceding the related Tax Redemption Date, in such Notice of Tax Redemption, or (iii) in
the case of any exchanges occurring after the date of issuance of a Notice of Optional Redemption and prior to the close of business on
the Business Day immediately preceding the related Optional Redemption Date, in such Notice of Optional Redemption). If the Company does
not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have
the right to elect a Settlement Method with respect to that Exchange Date and the Company shall be deemed to have elected the Default
Settlement Method with respect to such exchange. Any such notice delivered by the Company pursuant to this Section 14.02(a)(ii) shall
specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant notice shall indicate the
Specified Dollar Amount per $1,000 principal amount of Notes. If the Company timely elects Combination Settlement in respect of an exchange
but does not timely notify the exchanging Holder of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such
exchange shall be deemed to be $1,000 per $1,000 principal amount of Notes.


 






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The Company may, by notice to the Holders
prior to August 15, 2026, irrevocably fix the Settlement Method, to any Settlement Method that the Company is then permitted to elect,
that will apply to all exchanges of Notes with an Exchange Date that is on or after the date the Company sends such notice. Concurrently
with providing notice to all Holders of a change in the Default Settlement Method or an election to irrevocably fix the Settlement Method,
the Company shall promptly issue a current report on Form 8-K (or a successor thereto) or press release announcing that the Company
has made such change to the Default Settlement Method or elected to irrevocably fix the Settlement Method, as the case may be. Notwithstanding
the foregoing, no such change in the Default Settlement Method or irrevocable election shall affect any Settlement Method theretofore
elected (or deemed to be elected) with respect to any Note pursuant to this Section 14.02. For the avoidance of doubt, such an irrevocable
election, if made, shall be effective without the need to amend this Indenture or the Notes, including pursuant to the provisions described
in Section 10.01(l). However, the Company may nonetheless choose to execute such an amendment at the Company’s option.


 


(iii)          The
cash, Ordinary Shares or combination of cash and Ordinary Shares payable or deliverable by the Company in respect of any exchange of
Notes (the “Settlement Amount”) shall be computed by the Company as follows:


 


(A)            if
the Company elects to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement, the Company shall deliver to
the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number Ordinary Shares equal to the Exchange
Rate on the Exchange Date (plus cash in lieu of any fractional Ordinary Shares issuable upon exchange);


 


(B)             if
the Company elects to satisfy its Exchange Obligation in respect of such exchange by Cash Settlement, the Company shall pay to the exchanging
Holder in respect of each $1,000 principal amount of Notes being exchanged cash in an amount equal to the sum of the Daily Exchange Values
for each of the 30 consecutive VWAP Trading Days during the related Observation Period; and


 






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(C)            if
the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Combination Settlement,
the Company shall pay or deliver, as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Notes being
exchanged a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive VWAP Trading Days during
the related Observation Period (plus cash in lieu of any fractional Ordinary Shares issuable upon exchange) (such portion of the Settlement
Amount calculated pursuant to this Section 14.02(a)(iii)(C) that consists of Ordinary Shares, the “Share Settlement
Amount”).


 


If the Company elects to satisfy its
Exchange Obligation through Physical Settlement or (subject to Section 14.02(a)(iii)(C)) Combination Settlement, then, upon exchange
of any Note, each $1,000 principal amount of Notes shall entitle the Holder thereof to convert such Note into one fully paid Preference
Share, with each Preference Share being issued and allotted at a price equal to the Paid-Up Value. All Preference Shares issued on exchange
of the Notes shall (without any further action being required to be taken by exchanging Holders of the Notes) immediately and automatically
be transferred on and as of the relevant Exchange Date to the Guarantor, and in consideration therefor, the Company shall cause the Guarantor
to either issue or transfer and deliver to such Holder, for each $1,000 principal amount of Notes exchanged by such Holder, a number of
Ordinary Shares equal to (x) the Exchange Rate, if the Company elects Physical Settlement to satisfy its Exchange Obligation, or
(y) the Share Settlement Amount, if the Company elects (or is deemed to have elected) Combination Settlement to satisfy its Exchange
Obligation. For the avoidance of doubt, neither the Trustee nor any Agent shall have any responsibility to deliver Preference Shares or
Ordinary Shares to any person or deal with cash payments in relation to conversions and exchanges, except for cash payments in lieu of
any fractional Ordinary Shares.


 


(iv)            The
Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly following
the last VWAP Trading Day of the related Observation Period. Promptly after such determination of the Daily Settlement Amounts or the
Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of any fractional shares, the Company
shall notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Exchange Values,
as the case may be, and, if applicable, the amount of cash payable in lieu of fractional shares. The Trustee and the Exchange Agent (if
other than the Trustee) shall have no responsibility for any such determination.


 


(b)            To
exchange a beneficial interest in a Global Note (which exchange is irrevocable), the holder of such beneficial interest must:


 


(i)               comply
with the Applicable Procedures for converting a beneficial interest in a Global Note;


 






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(ii)              in
accordance with the Applicable Procedures, complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth
in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”);


 


(iii)             if
required, pay all transfer or similar taxes (subject to 14.02(e)); and


 


(iv)            if
required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth
in 14.02(g); and


 


(c)            To
exchange a Certificated Note, the Holder must:


 


(i)               complete,
manually sign and deliver an irrevocable Notice of Exchange to the Exchange Agent and deliver such Note to the Exchange Agent for surrender
to the Company;


 


(ii)              if
required, furnish appropriate endorsements and transfer documents;


 


(iii)            if
required, pay all transfer or similar taxes (subject to 14.02(e)); and


 


(iv)            if
required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth
in Section 14.02(g).


 


The Trustee (and if different, the Exchange Agent)
shall notify the Company of any exchange pursuant to this ‎Article 14 on the Exchange Date for such exchange.


 


If a Holder has already delivered a Fundamental
Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until such Holder has validly withdrawn
such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect
to such a withdrawal) in accordance with the terms of ‎Section 15.03. If a Holder has already delivered a Fundamental Change
Repurchase Notice, such Holder’s right to withdraw such notice and exchange the Notes that are subject to repurchase will terminate
at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. If the Company has
designated a Tax Redemption Date pursuant to Section 16.02(a) or an Optional Redemption Date pursuant to Section 16.02(b),
a Holder that complies with the requirements for exchange set forth in this ‎Section 14.02(b) shall be deemed to have delivered
a notice of its election not to have its Notes so redeemed pursuant to such Tax Redemption or Optional Redemption, as applicable.


 


If more than one Note shall be surrendered for
exchange at one time by the same Holder, the Exchange 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. None of the Agents of the
Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the Preference Shares to the exchanging
Holder.


 






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(d)            A
Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”)
that the Holder has complied with the requirements set forth in ‎Section 14.02(b) above.


 


Subject to
the provisions of ‎Section 14.03(b) and ‎Section 14.07(a), the Company shall pay or deliver, as the case may be,
the Settlement Amount due in respect of the Exchange Obligation on:


 


(i) the
third Business Day immediately following the relevant Exchange Date, if the Company elects Physical Settlement; or


 


(ii) the
third Business Day immediately following the last VWAP Trading Day of the relevant Observation Period, if the Company elects Cash Settlement
or Combination Settlement (or is deemed to have elected Combination Settlement),


 


provided
that with respect to exchanges for which Physical Settlement is applicable and the relevant Exchange
Date occurs after the Regular Record Date immediately preceding the Maturity Date, such settlement shall occur on the Maturity Date (or,
if the Maturity Date is not a Business Day, on the next succeeding Business Day).


 


If any Ordinary
Shares are due to exchanging Holders, the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s
nominee or nominees, certificates or a book-entry transfer through the Depositary, as the case may be, for the full number of Ordinary
Shares to which such Holder shall be entitled in satisfaction of the Company’s Exchange Obligation.


 


(e)            In
case any Certificated Note shall be surrendered for partial exchange, in an Authorized Denomination, the Company shall execute and the
Trustee shall authenticate and deliver to or upon the written order of the Holder so surrendered a new Note or Notes in an Authorized
Denomination in an aggregate principal amount equal to the un-exchanged portion of the surrendered Note, without payment of any service
charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax
or similar governmental charge 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 exchange being different from the name of the Holder of the old Notes surrendered for such exchange.


 


(f)             If
a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance
or delivery of the Ordinary Shares upon exchange of the Notes, including in respect of the
allotment and issue of Preference Shares on exercise of such exchange or on the immediate and automatic transfer of any Preference Shares
to the Guarantor pursuant to such exchange or in respect of the allotment, issue or transfer and delivery of any Ordinary Shares on exchange
of the Preference Shares, unless the tax is due because the Holder requests such Ordinary Shares to be issued in a name other than the
Holder’s name, in which case the Holder shall pay that tax.


 






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(g)            Upon
the exchange of an interest in a Global Note, the Trustee, or the Custodian of the Global Note at the direction of the Trustee, shall
make a notation in the books and records of the Trustee and Depositary as to the reduction in the principal amount represented thereby.
The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee.


 


(h)            Upon
exchange, 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 Exchange 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 Exchange Date. As a result, accrued and unpaid interest,
if any, to, but not including, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Upon an exchange of Notes into a combination of cash and Ordinary Shares, accrued and unpaid interest shall be deemed to be paid first
out of the cash paid upon such exchange. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular
Record Date for the payment of interest but prior to the open of business on the immediately following Interest Payment Date, Holders
of such Notes as of the close of business on such Regular Record Date shall receive the full amount of interest payable on such Notes
on the corresponding Interest Payment Date notwithstanding the exchange. Notes surrendered for exchange 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 exchanged on the corresponding Interest Payment Date; provided
that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date;
(2) if the Company has specified a Tax Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately
following the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately
following such Interest Payment Date); (3) if the Company has specified an Optional Redemption Date that is after a Regular Record
Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date (or, if such Interest Payment Date
is not a Business Day, the second Business Day immediately following such Interest Payment Date); (4) 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, if such Interest Payment Date is not a Business Day, the second Business Day immediately following
such Interest Payment Date); or (5) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of exchange
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 in cash regardless of whether their Notes have been
exchanged following such Regular Record Date.


 






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(i)            The
Person in whose name any Ordinary Shares delivered upon exchange is registered shall become the holder of record of such Ordinary Shares
as of the close of business on (i) the relevant Exchange Date if the Company elects Physical Settlement or (ii) the last VWAP
Trading Day of the relevant Observation Period if the Company elects (or is deemed to have elected) Combination Settlement. Upon an exchange
of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange; provided that (a) the exchanging
Holder shall have the right to receive the Settlement Amount due upon exchange and (b) in the case of an exchange between a Regular
Record Date and the corresponding Interest Payment Date, the Holder of record as of the close of business on such Regular Record Date
shall have the right to receive the interest payable on such Interest Payment Date, in accordance with Section 14.02(h).


 


(j)            The
Company shall not deliver any fractional Ordinary Shares upon exchange of the Notes and shall instead pay cash in lieu of any fractional
Ordinary Shares deliverable upon exchange in an amount based on (i) the Daily VWAP on the relevant Exchange Date if the Company elects
Physical Settlement or (ii) the Daily VWAP on the last VWAP Trading Day of the relevant Observation Period if the Company elects
(or is deemed to have elected) Combination Settlement. For each Note surrendered for exchange, if the Company has elected (or is deemed
to have elected) Combination Settlement, the full number of Ordinary Shares that shall be issued upon exchange thereof shall be computed
on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and, if applicable, any fractional Ordinary
Shares remaining after such computation shall be paid in cash.


 


Section 14.03.     Increase
in Exchange Rate Upon Exchange in Connection with a Make-Whole Fundamental Change, a Tax Redemption or an Optional Redemption.  (a) If
the Event Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or the Company delivers a Notice of Tax
Redemption or a Notice of Optional Redemption and, in any such case, a Holder elects to exchange its Notes in connection with such Make-Whole
Fundamental Change, Notice of Tax Redemption or Notice of Optional Redemption, the Company will, under the circumstances described below,
increase the Exchange Rate for the Notes so surrendered for exchange by a number of additional Ordinary Shares (the “Additional
Shares”), as described below. An exchange of Notes will be deemed for these purposes to be “in connection with”
a Make-Whole Fundamental Change if the relevant Notice of Exchange (or, in the case of a Global Note, the relevant Notice of Exchange
in accordance with the Applicable Procedures) is received by the Exchange Agent during the period from, and including, the open of business
on the Event Effective Date of the Make-Whole Fundamental Change up to, and including, the close of business on the Business Day immediately
preceding the related Fundamental Change Repurchase Date (or in the case of a Make-Whole Fundamental Change that would have been a Fundamental
Change but for (x) the proviso in clause (2) of the definition thereof or (y) the Adequate Cash Exchange Provisions, the
35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”). An exchange of Notes will be deemed for these purposes to be “in connection with” a
Tax Redemption or an Optional Redemption if the relevant Notice of Exchange (or, in the case of a Global Note, the relevant Notice of
Exchange in accordance with the Applicable Procedures) is received by the Exchange Agent during the period from, and including, the open
of business on the date of the Notice of Tax Redemption or the Notice of Optional Redemption, as applicable, up to, and including, the
close of business on the Business Day immediately preceding the related Tax Redemption Date or Optional Redemption Date, as applicable,
or, if the Company fails to pay the Tax Redemption Price or Optional Redemption Price, as applicable, such later date on which the Company
pays the Tax Redemption Price or the Optional Redemption Price.


 






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(b)            Upon
surrender of Notes for exchange in connection with a Make-Whole Fundamental Change, Notice of Tax Redemption or Notice of Optional Redemption,
the Company shall, at its option, satisfy its Exchange Obligation by Physical Settlement, Cash Settlement or Combination Settlement in
accordance with ‎Section 14.02 (after giving
effect to any increase in the Exchange Rate required by this ‎Section 14.03);
provided, however, that, if the consideration for Ordinary Shares in any Make-Whole Fundamental Change described in clause
(2) of the definition of Fundamental Change is composed entirely of cash, for any exchange of Notes following the Event Effective
Date of such Make-Whole Fundamental Change, the Exchange 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 exchanged Notes equal to (i) the Exchange Rate (including
any increase to reflect the Additional Shares as described in this ‎Section 14.03),
multiplied by (ii) such Stock Price. In such event, the Exchange Obligation shall be determined and paid to Holders in cash
on the third Business Day following the Exchange Date. The Company shall notify Holders, the Trustee and the Exchange Agent (if other
than the Trustee) in writing of the Event Effective Date of any Make-Whole Fundamental Change (the “Make-Whole Fundamental Change
Company Notice”) and, no later than five Business Days after such Event Effective Date, (i) issue a press release announcing
such Event Effective Date or disclose the Event Effective Date in a current report on Form 8-K and (ii) post the Event Effect
Date on the Guarantor’s public website.


 


(c)            The
number of Additional Shares, if any, by which the Exchange Rate shall be increased in connection with a Make-Whole Fundamental Change,
Notice of Tax Redemption or Notice of Optional Redemption shall be determined by reference to the table below, based on:


 


A.            in
the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective; in the case
of a Tax Redemption, the date on the Notice of Tax Redemption; or, in the case of an Optional Redemption, the date on the Notice of Optional
Redemption (in each case, the “Event Effective Date”); and


 


B.            in
the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per Ordinary Share in the Make-Whole Fundamental Change,
as described in the succeeding paragraph; in the case of a Tax Redemption, the average of the Last Reported Sale Prices per Ordinary Share
over the five Trading Day period, ending on, and including, the Trading Day immediately preceding the date of such Notice of Tax Redemption;
or, in the case of an Optional Redemption, the average of the Last Reported Sale Prices per Ordinary Share over the five Trading Day period,
ending on, and including, the Trading Day immediately preceding the date of such Notice of Optional Redemption (in each case, the “Stock
Price”).


 


If the holders
of the Ordinary Shares receive in exchange for their Ordinary Shares only cash in a Make-Whole Fundamental Change described in clause
(2) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per Ordinary Share. Otherwise, the Stock
Price shall be the average of the Last Reported Sale Prices per Ordinary Share over the five Trading Day period ending on, and including,
the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change.


 






    75


     


    

 


(d)            The
Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Exchange Rate is otherwise
adjusted. The adjusted Stock Prices shall equal (i) the Stock Prices applicable immediately prior to such adjustment, multiplied
by (ii) a fraction, the numerator of which is the Exchange Rate immediately prior to such adjustment giving rise to the Stock
Price adjustment and the denominator of which is the Exchange 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 Exchange Rate as set forth in ‎Section 14.04.


 


(e)            The
following table sets forth the number of Additional Shares by which the Exchange Rate shall be increased per $1,000 principal amount of
Notes pursuant to this ‎Section 14.03 for each
Stock Price and Event Effective Date set forth below:


 


	 	 	Stock Price	 
	Effective Date	 	$22.63	 	 	$26.00	 	 	$30.00	 	 	$34.51	 	 	$39.00	 	 	$44.86	 	 	$70.00	 	 	$95.00	 	 	$120.00	 	 	$145.00	 	 	$170.00	 	 	$195.00	 	 	$220.00	 	 	$260.00	 
	February 15, 2022	 	 	15.2126	 	 	 	11.9708	 	 	 	9.2687	 	 	 	7.1556	 	 	 	5.6656	 	 	 	4.3009	 	 	 	1.6774	 	 	 	0.8119	 	 	 	0.4308	 	 	 	0.2350	 	 	 	0.1268	 	 	 	0.0634	 	 	 	0.0261	 	 	 	0.0000	 
	February 15, 2023	 	 	15.2126	 	 	 	11.6031	 	 	 	8.8213	 	 	 	6.6757	 	 	 	5.1872	 	 	 	3.8489	 	 	 	1.3919	 	 	 	0.6406	 	 	 	0.3258	 	 	 	0.1695	 	 	 	0.0856	 	 	 	0.0381	 	 	 	0.0122	 	 	 	0.0000	 
	February 15, 2024	 	 	15.2126	 	 	 	11.3077	 	 	 	8.3773	 	 	 	6.1588	 	 	 	4.6533	 	 	 	3.3366	 	 	 	1.0814	 	 	 	0.4678	 	 	 	0.2277	 	 	 	0.1124	 	 	 	0.0521	 	 	 	0.0189	 	 	 	0.0022	 	 	 	0.0000	 
	February 15, 2025	 	 	15.2126	 	 	 	10.8300	 	 	 	7.6863	 	 	 	5.3741	 	 	 	3.8638	 	 	 	2.6068	 	 	 	0.7070	 	 	 	0.2858	 	 	 	0.1348	 	 	 	0.0635	 	 	 	0.0261	 	 	 	0.0066	 	 	 	0.0000	 	 	 	0.0000	 
	February 15, 2026	 	 	15.2126	 	 	 	10.0581	 	 	 	6.5247	 	 	 	4.0637	 	 	 	2.5936	 	 	 	1.5132	 	 	 	0.2993	 	 	 	0.1212	 	 	 	0.0586	 	 	 	0.0263	 	 	 	0.0084	 	 	 	0.0001	 	 	 	0.0000	 	 	 	0.0000	 
	February 15, 2027	 	 	15.2126	 	 	 	9.4850	 	 	 	4.3570	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


The exact Stock Price and/or Event Effective Date
may not be set forth in the table above, in which case:


 


A.            if
the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Effective Dates in the table, the
number of Additional Shares by which the Exchange Rate shall be increased 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 Event Effective Dates, as applicable,
based on a 365 or 366-day year, as the case may be;


 


B.            if
the Stock Price is greater than $260.00 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 Exchange Rate; and


 


C.            if
the Stock Price is less than $22.63 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 Exchange Rate.


 


Notwithstanding the foregoing, in no event shall
the Exchange Rate per $1,000 principal amount of Notes exceed 44.1891 Ordinary Shares, subject to adjustment in the same manner as the
Exchange Rate pursuant to ‎Section 14.04.


 






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For the avoidance of doubt, if a Holder converts
its Notes prior to the Event Effective Date of a Make-Whole Fundamental Change, then, whether or not such Make-Whole Fundamental Change
occurs, such Holder shall not be entitled to an increased Exchange Rate in connection with such Make-Whole Fundamental Change.


 


(f)            Nothing
in this ‎Section 14.03 shall prevent an adjustment
to the Exchange Rate pursuant to ‎Section 14.04
in respect of a Make-Whole Fundamental Change.


 


Section 14.04.     Adjustment
of Exchange Rate. The Exchange 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 Exchange 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 Ordinary
Shares and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 14.04, without
having to exchange their Notes, as if they held a number of Ordinary Shares equal to (i) the Exchange Rate, multiplied by
(ii) the principal amount (expressed in thousands) of Notes held by such Holder.


 


(a)            If
the Guarantor exclusively issues Ordinary Shares as a dividend or distribution on Ordinary Shares, or if the Guarantor effects a share
split or share combination, the Exchange Rate shall be adjusted based on the following formula:


 





 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend 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;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as applicable;
	 	 	 
	OS0	=	the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and
	 	 	 
	OS1	=	the number of Ordinary Shares 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 open of business on the Ex-Dividend 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 and results in an adjustment under this ‎Section 14.04(a) but
is not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors
determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution
had not been declared.


 






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(b)            If
the Guarantor issues to all or substantially all holders of the Ordinary Shares 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 Ordinary Shares at
a price per Ordinary Share that is less than the average of the Last Reported Sale Prices per Ordinary Share for the 10 consecutive Trading
Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate
shall be increased based on the following formula:


 





 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	OS0	=	the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date;



 


	X	=	the total number of Ordinary Shares issuable pursuant to such rights, options or warrants; and



 


	Y	=	the number of Ordinary Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the
average of the Last Reported Sale Prices per Ordinary Share 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 open of
business on the Ex-Dividend Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their
expiration or Ordinary Shares are not delivered after the exercise or expiration of such rights, options or warrants, the Exchange Rate
shall be decreased to the Exchange 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 Ordinary Shares actually delivered. If such rights, options or warrants
are not so issued, the Exchange Rate shall be decreased, effective as of the date the Guarantor’s Board of Directors determines
not to issue such rights, options or warrants, to the Exchange Rate that would then be in effect if such Ex-Dividend Date for such issuance
had not occurred.


 






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For purposes of this ‎Section 14.04(b) and ‎Section 14.01(b)(ii)(A),
in determining whether any rights, options or warrants entitle the holders of Ordinary Shares to subscribe for or purchase Ordinary Shares
at less than such average of the Last Reported Sale Prices per share of the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such
Ordinary Shares , there shall be taken into account any consideration received by the Guarantor for such rights, options or warrants and
any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Guarantor’s
Board of Directors.


 


(c)            If
the Guarantor distributes shares of its share capital, evidences of its indebtedness, other assets or property of the Guarantor or rights,
options or warrants to acquire its share capital or other securities, to all or substantially all holders of the Ordinary Shares, excluding:


 


A.            dividends,
distributions or issuances as to which an adjustment was effected pursuant to ‎Section 14.04(a) or
‎Section 14.04(b);


 


B.            rights
issued under a shareholder rights plan (except as set forth below);


 


C.            dividends
or distributions paid exclusively in cash as to which the provisions set forth in ‎Section 14.04(d) apply;


 


D.            any
dividends and distributions in connection with a Specified Corporate Event described under ‎Section 14.07;
and


 


E.            Spin-Offs
as to which the provisions set forth below in this ‎Section 14.04(c) shall apply;


 


(any of such shares of share capital, evidences of indebtedness,
other assets or property or rights, options or warrants to acquire share capital or other securities of the Guarantor, the “Distributed
Property”), then the Exchange Rate shall be increased based on the following formula:


 





 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the Ordinary Shares 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 Guarantor’s Board of Directors) of the Distributed Property so distributed with respect
to each outstanding Ordinary Share on the Ex-Dividend Date for such distribution.



 






    79


     


    

 


Any
increase made under the portion of this ‎Section 14.04(c) above shall become effective immediately after the open of business
on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased,
effective as of the date the Guarantor’s Board of Directors determines not to pay or make such distribution, to be the Exchange
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 Ordinary Shares receive the Distributed Property, the amount and kind of Distributed Property
that such Holder would have received if such Holder owned a number of Ordinary Shares equal to the Exchange Rate in effect on the Ex-Dividend
Date for the 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 Ordinary Shares of capital of
any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Guarantor, that are, or,
when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange
Rate shall be increased based on the following formula:


 





 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the capital stock or similar equity interest distributed to holders of the Ordinary Shares applicable to one Ordinary Share (determined by reference to the definition of Last Reported Sale Price as set forth in ‎Section 1.01 as if references therein to the Ordinary Shares 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 per Ordinary Shares over the Valuation Period.



 






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The increase to the Exchange Rate under the preceding
paragraph will occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect
of any exchange of Notes, for which Physical Settlement is applicable, if the relevant Exchange Date occurs during the Valuation Period,
the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have
elapsed between the Ex-Dividend date for such Spin-Off and such Exchange Date in determining the Exchange Rate and (y) in respect
of any exchange of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the
relevant Observation Period for such exchange and within the Valuation Period, the reference to “10” in the preceding paragraph
shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such
Trading Day in determining the Exchange Rate as of such Trading Day. In addition, if the Ex-Dividend Date for such Spin-Off is after the
10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Notes, references
to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect
of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off
to, and including, the last Trading Day of such Observation Period. If such Spin-Off does not occur, the Exchange Rate shall be decreased,
effective as of the date the Guarantors’ Board of Directors determines not to consummate such Spin-Off, to be the Exchange Rate
that would then be in effect if such distribution had not been declared, effective as of the date on which Guarantors’ Board of
Directors (or its designee) determines not to consummate such spin-off.


 


For
purposes of this ‎Section 14.04(c) (and
subject in all respects to ‎Section 14.11),
rights, options or warrants distributed by the Guarantor to all holders of Ordinary Shares entitling them to subscribe for or purchase
shares of the Guarantor’s share capital, including Ordinary Shares (either initially or under certain circumstances), which rights,
options or warrants, until the occurrence of a specified event or events (“Trigger Event”):


 


A.            are
deemed to be transferred with such Ordinary Shares;


 


B.            are
not exercisable; and


 


C.            are
also issued in respect of future issuances of the Ordinary Shares,


 


shall be deemed not to have been distributed for purposes of this ‎Section 14.04(c) (and
no adjustment to the Exchange 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 Exchange 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 Ex-Dividend 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 Exchange Rate under this ‎Section 14.04(c) was
made:


 


(i)            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 Exchange Rate shall be readjusted as if such rights, options or warrants had not been
issued and (y) the Exchange 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 Ordinary Shares with respect to such rights, options or warrants (assuming such holder had retained such rights, options
or warrants), made to all holders of Ordinary Shares as of the date of such redemption or purchase, and


 






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(ii)            in
the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange
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), any dividend or distribution
to which this ‎Section 14.04(c) is applicable
that also includes one or both of:


 


A.            a
dividend or distribution of Ordinary Shares 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:


 


(i)            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 Exchange Rate adjustment required by this ‎Section 14.04(c) with respect to
such Clause C Distribution shall then be made; and


 


(ii)            the
Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Exchange 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 “Ex-Dividend Date” of the Clause
A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any
Ordinary Shares included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately
prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of ‎Section 14.04(a) or
 “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of ‎Section 14.04(b).


 






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(d)            If
any cash dividend or distribution is made to all or substantially all holders of Ordinary Shares, the Exchange Rate shall be increased
based on the following formula:


 


 


where,


 


	ER0	=	the Exchange Rate
in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;



 


	ER1	=	the Exchange Rate
in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;



 


	SP0	=	the  Last Reported
Sale Price per Ordinary Share on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;



 


	C	=	the amount in cash per share the Guarantor distributes to all or substantially all holders of the Ordinary Shares.



 


Any
increase made pursuant to this ‎Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend
Date for such dividend or distribution. If such dividend or distribution is not so paid, the Exchange Rate shall be decreased, effective
as of the date the Guarantor’s Board of Directors determines not to make or pay such dividend or distribution, to the Exchange 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 the
Ordinary Shares, the amount of cash that such Holder would have received if such Holder owned a number of Ordinary Shares equal to the
Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such cash dividend or distribution.


 


(e)            If
the Guarantor or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Ordinary Shares, to the extent
that the cash and value of any other consideration included in the payment per share of Ordinary Shares exceeds the average of the Last
Reported Sale Prices per Ordinary Share 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 (such date, the “Expiration
Date”), the Exchange Rate shall be increased based on the following formula:


 





 






    83


     


    

 


where,


 


	ER0	=	the Exchange 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 Expiration Date;



 


	ER1	=	the Exchange Rate
in effect immediately after the close of business on the 10th Trading Day immediately following, and including the Trading Day next succeeding
the Expiration Date;



 


	AC	=	the aggregate value of all cash and any other consideration (as determined by the Guarantor’s Board of Directors) paid
or payable for shares purchased or exchanged in such tender or exchange offer;



 


	OS0	=	the number of Ordinary
Shares outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase
or exchange in such tender or exchange offer);



 


	OS1	=	the number of Ordinary
Shares outstanding immediately after the Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange
in such tender or exchange offer); and



 


	SP1	=	the average of the
Last Reported Sale Prices per Ordinary Share over the 10 consecutive Trading Day period commencing on, and including, the Trading Day
next succeeding the Expiration Date.



 


The Increase to the Exchange 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 Expiration
Date; provided that (x) in respect to any exchange of Notes, for which Physical Settlement is applicable, if the relevant
Exchange Date occurs during the 10 Trading Days immediately following, and including the Trading Day next succeeding the Expiration Date
of any tender or exchange offer, references to “10” or “10th” under this ‎Section 14.04(e) shall
be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Expiration Date of such tender or exchange
offer and such Exchange Date in determining the Exchange Rate and (y) in respect of any exchange of Notes for which Cash Settlement
or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such exchange and within
the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date of any tender or exchange
offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number
of Trading Days as have elapsed between the Expiration Date of such tender or exchange offer and such Trading Day in determining the Exchange
Rate as of such Trading Day. In addition, if the Trading Day next succeeding the date such tender or exchange offer expires is after the
10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Notes, references
to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect
of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date
such tender or exchange offer expires to, and including, the last Trading Day of such Observation Period.


 






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In the event that the Guarantor or one of its Subsidiaries
is obligated to subscribe for or purchase Ordinary Shares pursuant to any such tender offer or exchange offer, but the Guarantor or such
Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all of such purchases are rescinded, then
the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such tender offer or exchange offer
had not been made or had been made only in respect of the purchases that have been effected. For the avoidance of doubt, the terms “tender
offer” and “exchange offer” mean a “tender offer” as such term is used under the Exchange Act.


 


(f)            Notwithstanding
anything to the contrary in this ‎Section 14.04
or any other provision of this Indenture or the Notes, if an Exchange Rate adjustment becomes effective on any Ex-Dividend Date and a
Holder that has exchanged its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the
record holder of Ordinary Shares as of the related Exchange Date as described under ‎Section 14.02(i) based
on an adjusted Exchange Rate for such Ex-Dividend Date, then, notwithstanding the Exchange Rate adjustment provisions in this ‎Section 14.04,
the Exchange Rate adjustment relating to such Ex-Dividend Date shall not be made for such exchanging Holder. Instead, such Holder shall
be treated as if such Holder were the record owner of the Ordinary Shares on an unadjusted basis and participate in the related dividend,
distribution or other event giving rise to such adjustment.


 


(g)            All
calculations and other determinations under this ‎Article 14
shall be made by the Company and all adjustments to the Exchange Rate shall be made to the nearest one-ten thousandth (1/10,000th) of
an Ordinary Share. In no event will the Exchange Rate be adjusted such that the Exchange Price shall be less than the par value per Ordinary
Share. Notwithstanding anything in this ‎Article 14
to the contrary, the Company shall not be required to adjust the Exchange Rate unless the adjustment would result in a change of at least
1.0% to the Exchange Rate; provided, however, the Company shall carry forward, and take into account in any future adjustment,
any adjustments that are less than 1.0% of the Exchange Rate and make such carried forward adjustments, regardless of whether the aggregate
adjustment is less than 1.0%, (i) on the Event Effective Date of any Make-Whole Fundamental Change or the effective date of any Fundamental
Change, (ii) in the case of any Note to which Physical Settlement applies, on the Exchange Date, (iii) in the case of any Note
to which Cash Settlement or Combination Settlement applies, on each VWAP Trading Day of the applicable Observation Period, (iv) on
the date of a Notice of Tax Redemption and (v) on the date of a Notice of Optional Redemption.


 


(h)            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 the New York Stock Exchange, the Company from time to time may increase
the Exchange Rate by any amount for a period of at least 20 Business Days if the Guarantor’s Board of Directors determines that
such increase would be in the Company’s and/or the Guarantor’s best interest. In addition, to the extent permitted by applicable
law and subject to the applicable rules of the New York Stock Exchange, the Company may also (but is not required to) increase the
Exchange Rate to avoid or diminish any income tax to holders of Ordinary Shares or rights subscribe for or to purchase Ordinary Shares
in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the Exchange Rate is
increased pursuant to either of the preceding two sentences, the Company shall send 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 Exchange Rate takes effect, and such notice
shall state the increased Exchange Rate and the period during which it will be in effect.


 






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(i)            Except
as stated herein, the Company shall not adjust the Exchange Rate for the issuance of Ordinary Shares or any securities convertible into
or exchangeable for Ordinary Shares or the right to subscribe for or purchase Ordinary Shares or such convertible or exchangeable securities.
For example, the Exchange Rate shall not be adjusted:


 


A.            upon
the issuance of Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable
on the Guarantor’s securities and the investment of additional optional amounts in Ordinary Shares under any plan;


 


B.            upon
the issuance any Ordinary Shares 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 Guarantor or any of its Subsidiaries (including the Company);


 


C.            upon
the issuance of any Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described
in clause B. of this subsection and outstanding as of the date the Notes were first issued;


 


D.            for
ordinary course of business share repurchases that are not tender offers referred to in ‎Section 14.04(e),
including structured or derivative transactions or pursuant to a share repurchase program approved by the Guarantor’s Board of Directors;


 


E.            solely
for a change in the par value of an Ordinary Share; or


 


F.            for
accrued and unpaid interest, if any.


 


(j)            [Reserved]


 


(k)            Whenever
the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Exchange Agent if not the
Trustee) an Officer’s Certificate setting forth the Exchange 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 Exchange Rate and may assume without inquiry that the last
Exchange 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 Exchange Rate setting forth the adjusted Exchange Rate and the date on which each adjustment becomes effective
and shall send such notice of such adjustment of the Exchange 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.


 






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(l)            [Reserved]


 


(m)            For
purposes of this ‎Section 14.04, the number
of Ordinary Shares at any time outstanding shall not include shares held in the treasury of the Guarantor, so long as the Guarantor does
not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Guarantor, but shall include shares issuable
in respect of scrip certificates issued in lieu of fractions of Ordinary Shares.


 


Section 14.05.     Adjustments
of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs,
the Daily Exchange Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation
Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change, a Notice of Tax Redemption or a
Notice of Optional Redemption), the Guarantor’s Board of Directors shall make appropriate adjustments, in good faith, to each to
account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where
the Ex-Dividend Date, Effective Date or Expiration Date of the event occurs at any time during the period when the Last Reported Sale
Prices, the Daily VWAPs , the Daily Exchange Values or the Daily Settlement Amounts are to be calculated.


 


Section 14.06.     Shares
To Be Fully Reserved. The Company shall procure that the Guarantor shall have reserved and provide, free from preemptive rights, out
of its authorized but unissued shares, the maximum number of Ordinary Shares exchangeable from time to time in respect of the Preference
Shares (including the maximum number of Additional Shares that could be included in the Exchange Rate for an exchange in connection with
a Make-Whole Fundamental Change, a Notice of Tax Redemption or a Notice of Optional Redemption).


 


Section 14.07.     Effect
of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.


 


(a)            In
the case of:


 


A.            any
recapitalization, reclassification or change of the Ordinary Shares (other than a change to par value, or from par value to no par value,
or changes resulting from a subdivision or combination);


 


B.            any
consolidation, merger, amalgamation or other combination involving the Guarantor; or


 


C.            any
sale, lease or other transfer or disposition to a third party of all or substantially all of the consolidated assets of the Guarantor
and its Subsidiaries, taken as a whole; or


 






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D.            any
statutory share exchange,


 


in each case, as a result of which the Ordinary Shares would be converted
into, or exchanged for stock, other securities, other property or assets (including cash or any combination thereof) (any such event,
a “Specified Corporate Event” and any such stock, shares, other securities, other property or assets (including cash
or any combination thereof), “Reference Property” and the amount of Reference Property that a holder of one Ordinary
Share immediately prior to such Specified Corporate Event would have been entitled to receive upon the occurrence of such Specified Corporate
Event, a “Unit of Reference Property”), then the Company will, or will cause the Guarantor, or the successor or purchasing
person, as the case may be, to, execute with the Trustee, without the consent of the Holders, a supplemental indenture providing that,
at and after the effective time of the Specified Corporate Event, the right to exchange each $1,000 principal amount of Notes for Preference
Shares that are immediately and automatically transferred to the Guarantor and exchanged for Ordinary Shares will be changed into a right
to exchange such principal amount of Notes for Preference Shares that are immediately and automatically exchanged for the kind and amount
of Reference Property that a holder of a number of Ordinary Shares equal to the Exchange Rate immediately prior to such Specified Corporate
Event would have been entitled to receive upon such Specified Corporate Event; provided, however, that at and after the
effective time of the Specified Corporate Event (A) the Company shall continue to have the right to determine the form of consideration
to be paid or delivered, as the case may be, upon exchange of Notes in accordance with ‎Section 14.02 and (B) (x) any
amount payable in cash upon exchange of the Notes in accordance with ‎Section 14.02 shall continue to be payable in cash, (y) any
Ordinary Shares in exchange for Preference Shares that the Company would have been required to deliver upon exchange of the Notes in accordance
with ‎Section 14.02 shall instead be deliverable in the Units of Reference Property that a holder of that number of Ordinary
Shares would have received in such Specified Corporate Event and (z) the Daily VWAP shall be calculated based on the value of a Unit
of Reference Property; provided, however, that if the holders of Ordinary Shares receive only cash in such Specified Corporate
Event, then for all exchanges that occur after the effective date of such Specified Corporate Event (i) the consideration due upon
exchange of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange
Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid per Ordinary
Share in such Specified Corporate Event, and (ii) the Company shall satisfy the Exchange Obligation by paying such cash to the exchanging
Holder on the third Business Day immediately following the Exchange Date.


 


If the Specified Corporate Event causes the Ordinary
Shares 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 shareholder election), then the Reference Property into which the Notes shall be exchangeable shall be deemed to be the
weighted average of the types and amounts of consideration actually received by the holders of the Ordinary Shares. The Company shall
notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing of the weighted average as soon as practicable
after such determination.


 


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 the Reference Property in respect of any Specified Corporate Event includes
shares of stock, other securities or other property or assets (other than cash) (including any combination thereof) of an entity other
than the Guarantor or the successor or purchasing person, as the case may be, in such Specified Corporate Event, then such other entity,
if it is party to such Specified Corporate Event, shall also execute such supplemental indenture, and such supplemental indenture shall
contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase
their Notes upon a Fundamental Change in accordance with ‎Article 15, as the Board of Directors of the Guarantor shall reasonably
consider necessary by reason of the foregoing.


 






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(b)            In
the event the Company shall execute a supplemental indenture pursuant to ‎Section 14.07(a),
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 other assets (including any combination thereof) that will comprise the Reference Property after any such Specified
Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly
send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be sent 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)            If
the Notes become exchangeable for Reference Property, the Company shall (i) notify the Trustee in writing and issue a press release
containing the relevant information of disclose the relevant information in a current report on a Form 8-K, and (ii) post such
information on the Guarantor’s website.


 


(d)            The
Company and the Guarantor shall not become a party to any Specified Corporate Event unless its terms are consistent with this ‎Section 14.07.


 


Section 14.08.     Certain
Covenants.


 


(a)            The
Company covenants that all Ordinary Shares delivered upon exchange of Preference Shares shall be duly authorized, fully paid and non-assessable
and free from all preemptive or similar rights of any security holder of the Guarantor and, except for any transfer taxes payable by the
Company, the Guarantor or a Holder, as the case may be, pursuant to Sections 14.02(d) and 14.02(e), free from all taxes, liens, charges
and adverse claims as the result of any action by the Company or the Guarantor.


 


(b)            [Reserved]


 


(c)            The
Company covenants that if any Ordinary Shares to be provided for the purpose of exchange of Preference Shares hereunder require registration
with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon exchange,
the Company shall, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval,
as the case may be.


 


(d)            The
Company further covenants that if at any time the Ordinary Shares shall be listed on any national securities exchange or automated quotation
system, the Company shall, or shall cause the Guarantor to, list and keep listed, so long as the Ordinary Shares shall be so listed on
such exchange or automated quotation system, any Ordinary Shares issuable upon exchange of the Preference Shares.


 






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Section 14.09.     Responsibility
of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine
the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the
Exchange 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 Exchange Agent
shall not be accountable with respect to the validity or value (or the kind or amount) of any Ordinary Shares, or of any securities, property
or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no
representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Company to
issue, transfer or deliver any Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any
Note for the purpose of exchange 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 Exchange 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 exchange 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 conclusively relying upon, the Officer’s Certificate (which
the Company shall be obligated to furnish to the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by ‎Section 14.01(b) has
occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and
the Exchange Agent the notices referred to in ‎Section 14.01(b) with respect to the commencement or termination of
such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such
notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided
for in ‎Section 14.01(b). The parties hereto agree that all notices to the Trustee or the Exchange Agent under this ‎Article 14
shall be in writing.


 


Section 14.10.     Notice
to Holders Prior to Certain Actions. In case of any:


 


(a)            Specified
Corporate Event or any consolidation, merger, sale, assignment, lease, conveyance or other transfer or disposition of all or substantially
all assets in accordance with ‎Article 11; or


 


(b)            voluntary
or involuntary dissolution, liquidation or winding-up of the Guarantor or the Company;


 






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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 furnished to the Trustee and the Exchange Agent (if other
than the Trustee) and to be sent 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 date on which such Specified Corporate Event, any consolidation, merger, sale, assignment, lease, conveyance
or other transfer or disposition of all or substantially all assets in accordance with ‎Article 11, or any dissolution, liquidation
or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Ordinary Shares of record
shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such Specified Corporate Event,
consolidation, merger, sale, assignment, lease, conveyance or other transfer or disposition of all or substantially all assets in accordance
with ‎Article 11, dissolution, liquidation or winding-up; provided, however, that if on such date, neither the
Company nor the Guarantor has knowledge of such event or the adjusted Exchange Rate cannot be calculated, the Company shall deliver such
notice as promptly as practicable upon obtaining knowledge of such event or information sufficient to make such calculation, as the case
may be, and in no event later than the effective date of such adjustment. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such action by the Company, the Guarantor or one of the Guarantor’s Subsidiaries, Specified Corporate
Event, or any consolidation, merger, sale, assignment, lease, conveyance or other transfer or disposition of all or substantially all
assets in accordance with ‎Article 11, dissolution, liquidation or winding-up.


 


Section 14.11.     Shareholder
Rights Plans. If the Guarantor has a shareholder’s rights agreement or rights plan in effect upon exchange of the Notes, Holders
that exchange their Notes shall receive, in addition to any Ordinary Shares received in connection with such exchange, the appropriate
number of rights under such rights agreement or rights plan, if any, and any certificate representing the Ordinary Shares issued upon
such exchange shall bear such legends, if any, in each case as may be provided by the terms of any such rights agreement or rights plan,
as the same may be amended from time to time. However, if prior to any exchange, the rights have separated from the Ordinary Shares in
accordance with the provisions of the applicable shareholder’s rights agreement or rights plan (a “Separation Event”),
the Exchange Rate shall be adjusted at the time of separation as if the Guarantor distributed to all or substantially all holders of the
Ordinary Shares, Distributed Property pursuant to ‎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 prior to the Maturity Date, 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 of the principal amount thereof that is equal to an Authorized Denomination, on the date (the “Fundamental Change
Repurchase Date”) specified by the Company that is not less than 20 or more than 35 calendar days following the date of the
Fundamental Change Company Notice (defined below) (subject to extension if required to comply with law), at a repurchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, 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.


 






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(b)            Repurchase
of Notes under this ‎Section 15.02 shall be
made, at the option of the Holder thereof, upon:


 


A.            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 Certificated Notes, or in compliance
with the Applicable 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


 


B.            delivery
of the Notes, if the Notes are Certificated Notes, to the Paying Agent on or before the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date (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 Applicable Procedures,
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 Certificated 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 a minimum of $1,000 or an integral multiple of $1,000 in excess
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 the Applicable 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.


 






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If a Holder has already delivered a Fundamental
Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until such Holder has validly withdrawn
such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect
to such a withdrawal) in accordance with the terms of ‎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 Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the
Trustee and the Paying Agent (if other than the Trustee) a written notice (the “Fundamental Change Company Notice”)
of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Each
Fundamental Change Company Notice shall specify:


 


A.            the
events causing the Fundamental Change;


 


B.            the
date of the Fundamental Change;


 


C.            the
last date on which a Holder may exercise the repurchase right pursuant to this ‎Article 15;


 


D.            the
Fundamental Change Repurchase Price;


 


E.            the
Fundamental Change Repurchase Date;


 


F.            the
name and address of the Paying Agent and the Exchange Agent;


 


G.            the
Exchange Rate and any adjustments to the Exchange Rate;


 


H.            that
the Notes with respect to which a Fundamental Change Company Notice has been delivered by a Holder may be exchanged only if the Holder
withdraws the Fundamental Change Company Notice in accordance with the terms of this Indenture (or, in the case of a Global Note, complies
with the Applicable Procedures with respect to such a withdrawal);


 


I.            the
procedures that Holders must follow to require the Company to repurchase their Notes; and


 


J.            the
CUSIP, ISIN or other similar numbers, if any, assigned to such Notes.


 


Simultaneously
with providing such Fundamental Change Company Notice, the Company shall (x) issue a press release containing the information in
such Fundamental Change Company Notice or disclose the information in a current report on Form 8-K and (y) publish the information
on the Guarantor’s public website.


 






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At the Company’s written request, the Trustee
shall give such notice in the Company’s and the Guarantor’s names 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 and/or the Guarantor. In such
a case, the Company shall deliver such notice to the Trustee at least two Business Days prior to the date that the notice is required
to be given to the Holders (unless a shorter notice period shall be agreed to by the Trustee), together with an Officer’s Certificate
requesting that the Trustee give such notice.


 


Such notice shall be delivered to the Trustee,
to the Paying Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register (and to the beneficial owner
as required by applicable law) or, in the case of Global Notes, in accordance with the Applicable Procedures.


 


No failure of the Company and/or the Guarantor
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.


 


(d)            Notwithstanding
the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders in connection with 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 Certificated 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 Applicable
Procedures shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase
Notice with respect thereto shall be deemed to have been withdrawn.


 


(e)            Notwithstanding
anything to the contrary in the foregoing, the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes
upon a Fundamental Change:


 


A.            if
a third party makes such an offer in the same manner, at same time and otherwise in compliance with the requirements for an offer made
by the Company pursuant to this ‎Article 15 and such third party purchases all Notes properly
surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements
for an offer made by the Company on the Fundamental Change Repurchase Date; or


 


B.            pursuant
to clause (2) of the definition thereof, if (i) such Fundamental Change results in the Notes becoming exchangeable (pursuant
to the provisions described in ‎Section 14.07) into an amount of cash per Note that is greater
than (x) the Fundamental Change Repurchase Price (assuming such price includes the maximum amount of accrued interest that would
be payable based on the latest possible Fundamental Change Repurchase Date), plus (y) to the extent that the 35th Trading
Day immediately following the effective date of such Fundamental Change is after a Regular Record Date and on or prior to the Business
Day immediately following the corresponding Interest Payment Date, the full amount of interest payable per Note on such interest payment
date, and (ii) the Company provides written notice of the effective date of any such transaction as promptly as practicable following
the date the Company publicly announces such transaction or prior to such effective date if practicable to do so using commercially reasonable
efforts. The requirements set forth in parts (i) and (ii) of this clause B., the “Adequate Cash Exchange Provisions”.


 






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Additionally, as set forth in ‎Section 14.03, the Company
may not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change or increase the Exchange Rate
of the Notes in connection with a Make-Whole Fundamental Change, in certain circumstances involving a significant change in the composition
of the Guarantor’s Board of Directors, unless such change is in connection with a Fundamental Change or a Make-Whole Fundamental
Change.


 


Section 15.03.     Withdrawal
of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of
a written notice of withdrawal delivered to 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:


 


(a)            the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which portion must be in an Authorized
Denomination,


 


(b)            if
Certificated Notes have been issued, the certificate number of the Notes in respect of which such notice of withdrawal is being submitted,
and


 


(c)            the
principal amount, if any, of such Notes that remains subject to the original Fundamental Change Repurchase Notice, which portion must
be in an Authorized Denomination;


 


provided,
however, that if the Notes are Global Notes, the withdrawal notice must comply with the Applicable Procedures.


 


Section 15.04.     Deposit
of Fundamental Change Repurchase Price. (a) The Company shall 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 10:00 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 by the Trustee (or
other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly 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 with respect to such Note (provided that 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.


 






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(b)            If
by 10:00 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 or any applicable extension thereof, then, with respect to Notes that have been properly surrendered for repurchase and
not validly withdrawn:


 


A.            such
Notes shall cease to be outstanding and interest shall cease to accrue on such Notes on the Fundamental Change Repurchase Date or any
applicable extension thereof (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee
or Paying Agent); and


 


B.            all
other rights of the Holders of such Notes will terminate on the Fundamental Change Repurchase Date (other than (x) the right to receive
the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Regular Record Date but on
or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interest
to, but not including, the Fundamental Change Repurchase Date).


 


(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 portion of the Note surrendered that is not to be repurchased, without payment of any service charge.


 


Section 15.05.     Covenant
to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company and the Guarantor 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; and


 


(b)            file
a Schedule TO or any other required schedule under the Exchange Act;


 


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, subject to extension if required
to comply with law. To the extent that any securities laws and regulations conflict with the provisions of this Indenture with respect
to the repurchase of Notes, the Company is required to comply with such securities laws and regulations and shall not be deemed to be
in breach of this Indenture as a result thereof.


 






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Article 16

Redemption


 


Section 16.01.     Tax
Redemption; Optional Redemption. The Notes shall not be redeemable by the Company, except as described in this ‎Article 16,
and no sinking fund is provided for the Notes.


 


(a)            On
or prior to the Maturity Date, the Notes may be redeemed, in whole but not in part (a “Tax Redemption”), at the Company’s
discretion at the Tax Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee,
the Company or any Guarantor is or would be required to pay Additional Amounts (but, in the case of the Guarantor, only if the payment
giving rise to such requirement cannot be made by the Company without the obligation to pay Additional Amounts), (x) the Company
or the Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt,
appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or the Guarantor), and (y) the
requirement arises as a result of:


 


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


 


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


 


(b)            On
or after February 20, 2025, the Company may redeem (an “Optional Redemption”) for cash all or part of the Notes
subject to the Partial Redemption Limitation, at its option, at the Optional Redemption Price if the Last Reported Sale Price of Ordinary
Shares has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive) during any
30 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 a Notice of Optional Redemption in accordance with Section 16.02(b). If the Company
elects to redeem fewer than all of the outstanding Notes, at least $150,000,000 aggregate principal amount of Notes must be outstanding
and not subject to Optional Redemption as of the relevant Optional Redemption Date (such requirement, the “Partial Redemption
Limitation”). If the Company redeems fewer than all of the outstanding Notes pursuant to an Optional Redemption, the Trustee
shall select the Notes to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another
method the Trustee considers to be fair and appropriate. If any Note selected for such partial redemption is submitted for exchange in
part after such selection, the portion of the Note submitted for exchange shall be deemed (so far as may be possible) to be the portion
selected for Optional Redemption, subject, in the case of Notes represented by a Global Note, to the Applicable Procedures. In the event
of any Optional Redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for
Optional Redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.


 






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Section 16.02.     Notice
of Tax Redemption; Notice of Optional Redemption


 


(a)


 


A.            In
the event that the Company exercises its Tax Redemption right pursuant to ‎Section 16.01,
it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee
not less than five Business Days prior to the date on which notice is sent to the Holders (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 deliver or cause to be delivered a notice (which
notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 nor more than 60
calendar days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the
Note Register; provided, however, that if the Company shall give a Notice of Tax Redemption, it shall also give a written notice
of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day; provided, however,
that the Company may not specify a Tax Redemption Date that falls on or after the Scheduled Trading Day immediately preceding the Maturity
Date.


 


B.            The
Company shall not give any such notice of Tax Redemption earlier than 60 calendar days prior to the earliest date on which the Company
or the Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes or the Guarantee were
then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing
a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant
information in a current report on Form 8-K and (ii) post such information on the Guarantor’s public website. Prior to
the mailing, publication or, where relevant, delivery of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company
shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax
Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which
would entitle the Company to redeem the Notes hereunder. In addition, before the Company delivers a Notice of Tax Redemption, it shall
deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the
Company or the Guarantor taking reasonable measures available to the Company or the Guarantor. The Trustee shall accept and shall be entitled
to conclusively rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction
of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 






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(b)            In
the case of any Optional Redemption pursuant to ‎Section 16.01(b),
the Company shall fix a date for redemption (the “Optional Redemption Date”) and it or, at its written request received
by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders, the Trustee, in the name of
and at the expense of the Company, shall deliver or cause to be delivered a notice (which notice shall be irrevocable) of such Optional
Redemption (a “Notice of Optional Redemption”) not less than 45 nor more than 60 Scheduled Trading Days prior to the
Optional Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided,
however, that if the Company shall give a Notice of Optional Redemption, it shall also give a written notice of the Optional Redemption
Date to the Trustee and the Paying Agent. The Optional Redemption Date must be a Business Day; provided, however, that the Company
may not specify an Optional Redemption Date that falls on or after August 15, 2026.


 


(c)     Each
Notice of Tax Redemption and Notice of Optional Redemption shall specify:


 


A.           the
Tax Redemption Date or the Optional Redemption Date, as applicable;


 


B.            the
Tax Redemption Price or the Optional Redemption Price, as applicable;


 


C.            the
place or places where such Notes are to be surrendered for payment of the Tax Redemption Price or the Optional Redemption Price, as applicable;


 


D.            that
on the Tax Redemption Date, the Tax Redemption Price, or on the Optional Redemption Date, the Optional Redemption Price, as applicable,
will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the
Tax Redemption Date or the Optional Redemption Date, as applicable;


 


E.            that
Holders may surrender their Notes called for Tax Redemption or Optional Redemption for exchange at any time from the date of the Notice
of Tax Redemption or the Notice of Optional Redemption, as applicable, to the close of business on the Business Day immediately preceding
the Tax Redemption Date or the Optional Redemption Date, as applicable, or if the Company fails to pay the Tax Redemption Price or Optional
Redemption Price, such later date on which the Company pays or duly provides for the Tax Redemption Price or the Optional Redemption Price,
as applicable;


 


F.            the
procedures an exchanging Holder must follow to exchange its Notes called for Tax Redemption or Optional Redemption, as applicable;


 


G.            in
respect of a Notice of Tax Redemption, that Holders have the right to elect not to have their Notes redeemed by delivering to the Trustee
written notice to that effect not later than the 10th calendar day prior to the Tax Redemption Date;


 


H.            in
respect of a Notice of Tax Redemption, that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set
forth herein and in this Indenture;


 






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I.            in
respect of a Notice of Tax Redemption, that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed
will not receive any Additional Amounts on any payments with respect to such Notes (whether upon exchange, prepayment, maturity or otherwise,
and whether in cash, Ordinary Shares or otherwise), and all subsequent payments with respect to the Notes will be subject to the deduction
or withholding of such applicable Tax Jurisdiction taxes required by law to be deducted or withheld;


 


J.            the
Exchange Rate and, if applicable, the number of Ordinary Shares added to the Exchange Rate in accordance with ‎Section 16.06;


 


K.            the
CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and


 


L.            in
respect of a Notice of Optional Redemption, in case any Note is to be redeemed in part only, the portion of the principal amount thereof
to be redeemed and that on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to
the unredeemed portion thereof shall be issued.


 


Each Notice of Tax Redemption and Notice of Optional
Redemption shall be irrevocable. In the case of a Tax Redemption or Optional Redemption, as applicable, a Holder may convert any or all
of its Notes called for redemption at any time from the date of the Notice of Tax Redemption or the Notice of Optional Redemption to the
close of business on the Business Day immediately preceding the Tax Redemption Date or the Optional Redemption Date or, if the Company
fails to pay the Tax Redemption Price or Optional Redemption Price, such later date on which the Company pays or duly provides for the
Tax Redemption Price or Optional Redemption Price, as applicable.


 


Section 16.03.     Payment
of Notes Called for Tax Redemption and Optional Redemption.


 


(a)            If
any Notice of Tax Redemption or any Notice of Optional Redemption has been given in respect of the Notes in accordance with the applicable
provisions of ‎Section 16.02, the Notes shall
become due and payable on the Tax Redemption Date or the Optional Redemption Date, as applicable, at the place or places stated in the
Notice of Tax Redemption or the Notice of Optional Redemption and at the applicable Tax Redemption Price or Optional Redemption Price.
On presentation and surrender of the Notes at the place or places stated in the Notice of Tax Redemption or the Notice of Optional Redemption,
the Notes shall be paid and redeemed by the Company at the applicable Tax Redemption Price or Optional Redemption Price, as applicable.


 


Section 16.04.     Holders’
Right to Avoid Tax Redemption. Notwithstanding anything to the contrary in this ‎Article 16, if the Company has given
a Notice of Tax Redemption as described in ‎Section 16.02(a), each Holder of Notes shall have the right to elect that
all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject
to a Tax Redemption, neither the Company nor the Guarantor, as the case may be, shall be required to pay Additional Amounts with respect
to payments made in respect of such Notes following the Tax Redemption Date, and all subsequent payments in respect of such Notes shall
be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction. The obligation to pay Additional
Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set
forth under Section 4.10. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No
Tax Redemption Notice”) to the Trustee no later than the 10th calendar day prior to the Tax Redemption Date; provided
that a Holder that complies with the requirements for exchange of its Notes as described in ‎Article 14 before the close
of business on the Business Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Tax Redemption Price,
such later date on which the Company pays or duly provides for the Tax Redemption Price) shall be deemed to have validly delivered a No
Tax Redemption Notice.


 






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Section 16.05.     Restrictions
on Tax Redemption and Optional Redemption. The Company may not redeem any Notes pursuant to either Tax Redemption or Optional Redemption
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 Tax Redemption Date or the Optional Redemption Date, as applicable (or, if the Company fails
to pay the Tax Redemption Price or the Optional Redemption Price, as applicable, such later date on which the Company pays the Tax Redemption
Price or the Optional Redemption Price) (except in the case of an acceleration resulting from a Default by the Company in the payment
of the Tax Redemption Price or the Optional Redemption Price, as applicable, with respect to such Notes).


 


Section 16.06.     Mutatis
Mutandis. In respect of a Tax Redemption, the above provisions will apply, mutatis mutandis, to any successor of the Company
(or the Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Company (or the Guarantor).


 


Article 17

Miscellaneous Provisions


 


Section 17.01.     Provisions
Binding on Company’s and the Guarantor’s Successors. All the covenants, stipulations, promises and agreements of each
of the Company and the Guarantor contained in this Indenture shall bind its successors and assigns whether so expressed or not.


 


Section 17.02.     Official
Acts by Successor Entity. 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 or the Guarantor 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
or the Guarantor, as the case may be.


 


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 or the Guarantor shall be in writing (including facsimile and electronic mail in PDF format)
and 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 in a post office letter box addressed (until another address is furnished by the Company or the Guarantor
to the Trustee) NCL Corporation Ltd., Attention: Daniel S. Farkas, e-mail (dfarkas@ncl.com), with a copy to Norwegian Cruise Line Holdings
Ltd., Attention: Daniel S. Farkas, e-mail (dfarkas@ncl.com). Any notice, direction, request or demand hereunder to or upon the Trustee
shall be in writing (including facsimile and electronic mail in PDF format) and 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 in a post office letter box addressed
to the Corporate Trust Office.


 






    101


     


    

 


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


 


Any notice or communication delivered or to be
delivered to a Holder of Certificated Notes 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. Any notice or communication delivered
or to be delivered to a Holder of Global Notes shall be delivered in accordance with the Applicable Procedures of the Depositary and shall
be sufficiently given to it if so delivered within the time prescribed.


 


Failure to send 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 sent 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.


 


In addition to the foregoing, the Trustee agrees
to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding
of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction. The party providing electronic notices, instructions or directions agrees to assume
all risks arising out of the use of such electronic methods to submit notices, instructions and directions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


Section 17.04.     Governing
Law. THIS INDENTURE, EACH NOTE AND THE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE,
EACH NOTE AND THE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






    102


     


    

 


Section 17.05.     Intentionally
Omitted.


 


Section 17.06.     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 furnish to the Trustee an Officer’s
Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been satisfied (except that no such Opinion of Counsel shall be required to
be furnished to the Trustee in connection with the issuance of the Notes on the date 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 4.09) shall include (i) a statement that
the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statement contained in such certificate is based; (iii) 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 covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment
of such Person, such covenant or condition has been complied with.


 


Notwithstanding anything to the contrary in this
 ‎Section 17.06, 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 such Opinion
of Counsel.


 


Section 17.07.     Legal
Holidays. If any Interest Payment Date, any Fundamental Change Repurchase Date, any Tax Redemption Date, any Optional Redemption Date
or the 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.


 


Section 17.08.     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 17.09.     Benefits
of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto,
any Paying Agent, any Custodian, any Exchange Agent, any authenticating agent, any Paying Agent and their successors hereunder or the
Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 17.10.     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.


 






    103


     


    

 


Section 17.11.     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 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 17.11, 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.


 


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 7.06, ‎Section 8.03 and this ‎Section 17.11 shall be applicable to any authenticating
agent.


 


If an authenticating agent is appointed pursuant
to this ‎Section 17.11, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 






    104


     


    

 


__________________________,


as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.


 


By: ____________________


Authorized Officer


 


Section 17.12.     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 17.13.     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 17.14.     Waiver
of Jury Trial; Submission of Jurisdiction. EACH OF THE COMPANY, THE GUARANTOR 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, THE GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE COMPANY AND THE GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING
IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK (EACH, A “COURT”) IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES AND THE GUARANTEE, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY, THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT 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, THE NOTES OR THE GUARANTEE BROUGHT IN
ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE 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.


 






    105


     


    

 


Section 17.15.     Appointment
of Agent for Service of Process. The Company and the Guarantor (together, the “NCL Parties”) hereby irrevocably
designate, appoint and empower Corporate Creations International, Inc. as their designee, appointee and agent to receive, accept
and acknowledge for and on their behalf, and their properties, assets and revenues, service of any and all legal process, summons, notices
and documents that may be served in any action, suit or proceeding brought against them in any such Court with respect to its obligations,
liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Guarantee and that may be made on
such designee, appointee and agent in accordance with legal procedures prescribed for such Courts. If for any reason such designee, appointee
and agent hereunder shall cease to be available to act as such, the NCL Parties agree to designate a new designee, appointee and agent
in the County of New York on the terms and for the purposes of this Section 17.‎15 satisfactory to the Trustee. The NCL
Parties further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any
such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process referred to in this
Section 17.‎15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent
shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the NCL
Parties, at the address specified in or designated pursuant to this Indenture. The NCL Parties agree that the failure of any such designee,
appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Trustee
to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the NCL Parties or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted
by applicable law.


 


Section 17.16.     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.


 


Section 17.17.     Calculations.
Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes or this Indenture.
These calculations include, but are not limited to, determinations of the Stock Price or Trading Price, the Last Reported Sale Prices
per Ordinary Share, the Daily VWAP, the Daily Exchange Value, the Daily Settlement Amount, accrued interest payable on the Notes and the
Exchange Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, such calculations
shall be final and binding on Holders of Notes, the Trustee and the Exchange Agent. The Company shall provide a schedule of its calculations
to each of the Trustee and the Exchange Agent, and each of the Trustee and Exchange Agent is entitled to rely conclusively upon the accuracy
of such 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.


 






    106


     


    

 


Section 17.18.     U.S.A.
Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, pursuant to Section 326
of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify, record and
up-date certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly,
each of the parties agrees to provide to the Trustee, upon its re-quest from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee to comply with the Applicable Law.


 


Section 17.19.     Tax
Withholding for U.S. Federal Tax Distributions. Notwithstanding any other provision of this Indenture, the Trustee shall be entitled
to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes
(including backup withholding taxes), if and to the extent so required by any applicable law and any current or future regulations or
agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of
the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee shall
make such payment of cash or Ordinary Shares (including any payments received upon exchange of the Notes or any amounts received upon
the repurchase of the Notes or Ordinary Share) after such withholding or deduction has been made and shall account to the relevant authorities
for the amount so withheld or deducted.


 


Section 17.20.     FATCA.
In order to enable the Company and the Trustee to comply with its obligation with respect to this Indenture and the Notes under FATCA
(inclusive of official interpretations of FATCA promulgated by competent authorities), any applicable agreement entered into pursuant
to Section 1471(b) of the Code and/or any applicable intergovernmental agreement entered into in order to implement FATCA, each
of the Company and the Trustee each agree (i) to provide to one another such reasonable information that is within its possession
and is reasonably requested by the other to assist the other in determining whether it has tax related obligations under FATCA, and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply
with FATCA. The terms of this section shall survive the termination of this Indenture.


 






    107


     


    

 


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


 


	 	ISSUER:




 


	 	NCL CORPORATION LTD.



 


	 	By:	/s/ Mark A. Kempa
	 	 	Name: Mark A. Kempa
	 	 	Title:   Executive Vice President and Chief Financial
    Officer



 


	 	GUARANTOR:




 


	 	NORWEGIAN CRUISE LINE HOLDINGS, LTD.    






 


	 	By:	/s/ Mark A. Kempa
	 	 	Name: Mark A.
Kempa
	 	 	Title:   Executive Vice
President and Chief Financial Officer



 


[Signature
Page to Indenture]


 






     


     


    

 


	 	U.S.
  BANK Trust Company, NATIONAL ASSOCIATION, as Trustee






 


	 	By:	/s/ Joshua A. Hahn
	 	 	Name: Joshua A. Hahn
	 	 	Title:   Vice President


 


[Signature
Page to Indenture]


 






     


     


    

 



 


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 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, THE PREFERENCE SHARES, IF ANY, ISSUABLE
UPON CONVERSION OF THIS SECURITY AND THE ORDINARY SHARES, IF ANY, ISSUABLE UPON EXCHANGE FOR THE PREFERENCE SHARES 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 THAT IT AND
ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF NORWEGIAN CRUISE LINE HOLDINGS LTD. (“NCLH”), AND



 


		2.	AGREES FOR THE BENEFIT OF NCL CORPORATION LTD. (THE “COMPANY”) AND NCLH 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:



 






    Exhibit A-1


     


    

 


		(i)	TO THE COMPANY, NCLH OR ANY SUBSIDIARY THEREOF;



 


		(ii)	PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT;



 


		(iii)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT THAT IS NOT AN AFFILIATE OF NCLH; OR



 


		(iv)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE) 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 (2) (iv) ABOVE, THE COMPANY, NCLH 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 AFFILIATE (AS DEFINED IN RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY OR NCLH AND NO PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY OR NCLH DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR
A BENEFICIAL INTEREST HEREIN.]


 






    Exhibit A-2


     


    

 


NCL CORPORATION
LTD. 


 


2.50% Exchangeable Senior Note due 2027


  


	No. A-[ ]	[Initially]1
$[ ]




 


CUSIP No. 62886H BJ9


 


NCL Corporation Ltd., a Bermuda exempted company
(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 amount [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4 [of $[
]]5 or such other amount as reflected on the books and records of the Trustee and the Depositary, on February 15, 2027
and interest thereon as set forth below.


 


This Note shall bear interest at the rate of 2.50%
per year from February 15, 2022 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 February 15, 2027, unless earlier exchanged, redeemed or repurchased. Accrued interest
on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for a partial month, on the basis
of the number of days actually elapsed in a 30-day month. Interest is payable semi-annually in arrears on each February 15 and August 15,
commencing on August 15, 2022, to Holders of record at the close of business on the preceding February 1 and August 1 (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 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 and herein shall not be construed
as excluding Additional Interest in those provisions thereof and hereof where such express mention is not made.


 


Any Defaulted Amounts shall accrue interest per
annum at the rate borne by the Notes 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, 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 Global Notes) upon presentation thereof at the office or agency designated by the Company for
that purpose. The Company has initially designated the Trustee as its Paying Agent and Paying Agent in respect of the Notes and its agency
in the continental United States as a place where Notes may be presented for payment or for registration of transfer.


 





 



1 Include if a global note.


2 Include if a global note.


3 Include if a certificated
note.


4 Include if a global note.


5 Include if a certificated
note.


 






    Exhibit A-3


     


    

 


Upon exchange of any Note, the Company shall, at
its election, pay or deliver, as the case may be, cash, Preference Shares, or a combination of cash and Preference Shares on the terms
and subject to the conditions and limitations set forth in the Indenture.


 


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 exchange
this Note into Preference Shares, which the Company shall cause to be exchanged for Ordinary Shares on the terms and subject to the conditions
and 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 manually signed by the Trustee or a duly authorized authenticating
agent under the Indenture.


 


[Remainder of page intentionally left blank]


 






    Exhibit A-4


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed.


 


	 	NCL CORPORATION LTD.




 


	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:


 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION U.S. Bank Trust Company, National Association, as Trustee,certifies
  that this is one of the Notes described in the within-named Indenture.	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 




 






    Exhibit A-5


     


    

 


[FORM OF REVERSE OF NOTE]


 


NCL CORPORATION LTD.

2.50% Exchangeable Senior Note due 2027


 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 2.50% Exchangeable Senior Notes due 2027 (the “Notes”),
limited to the aggregate principal amount of $435,000,000 (as increased by an amount equal to the aggregate principal amount of
any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set
forth in the Purchase Agreement), all issued under and pursuant to an Indenture dated as of February 15, 2022 (the “Indenture”),
among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (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 Exchange Agent, 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. The Notes represent
the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of outstanding
Notes represented hereby may from time to time be increased or reduced to reflect repurchases, cancellations, exchanges for cash, Preference
Shares or a combination thereof, transfers or exchanges permitted by the Indenture.


 


In case an Event of Default, as defined in the
Indenture, 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. In the case certain Events
of Default relating to a bankruptcy (or similar proceeding) with respect to the Guarantor or the Company shall have occurred, the principal
of, and interest on, all Notes shall automatically become immediately due and payable, as 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 Tax Redemption Price on a Tax Redemption Date, the Optional Redemption
Price on an Optional Redemption Date and 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. Upon exchange of any Note, the Company shall, at its election, pay or deliver, as the case may be, cash, Preference
Shares or a combination of cash and Preference Shares.


 


The Indenture contains provisions permitting the
Company, the Guarantor 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.


 






    Exhibit A-6


     


    

 


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 the
principal (including the Tax Redemption Price, the Optional Redemption Price and Fundamental Change Repurchase Price, if applicable) of
or the consideration due upon exchange for, as the case may be, and accrued and unpaid interest on this Note at the place, at the respective
times, at the rate and in the lawful money herein prescribed.


 


The Notes are issuable in registered form without
coupons in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess 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 are not subject to redemption through
the operation of any sinking fund. Under certain circumstances specified in the Indenture, the Notes will be subject to redemption by
the Company at the Tax Redemption Price or the Optional Redemption Price, as the case may be.


 


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 exchange any Notes or portion thereof that
is $1,000 or an integral multiple of $1,000 in excess thereof, into cash, Preference Shares or a combination of cash and Preference Shares,
as applicable, at the Exchange Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 


Terms used in this Note and defined in the Indenture
are used herein as therein defined.


 






    Exhibit A-7


     


    

 


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.


 



    Exhibit A-8


     


    




 


SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


NCL Corporation Ltd.


2.50% Exchangeable Senior Notes due 2027


 


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. 


 



    Exhibit A-9


     


    




 


ATTACHMENT 1


 


[FORM OF NOTICE OF EXCHANGE]


 


To: NCL Corporation Ltd.,


 


U.S. Bank Trust Company, National Association,
as Exchange Agent


 


The undersigned registered owner of this Note hereby
exercises the option to exchange this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple of $1,000 in
excess thereof) below designated, into cash, Ordinary Shares or a combination of cash and Ordinary Shares, as applicable, in accordance
with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Ordinary Shares deliverable upon such
exchange, together with any cash payable for any fractional Ordinary Share, and any Notes representing any unexchanged principal amount
hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below.


 


If any Ordinary Shares or any portion of this Note
not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or
similar issue or transfer taxes, if any in accordance with Section 14.02(e) and Section 14.02(f) of the Indenture.
Any amount required to be paid to the undersigned on account of interest accompanies this Note.


 


The undersigned registered owner hereby confirms
that, as of the date hereof, such registered owner Beneficially Owns (as such term is defined in the Guarantor’s bye-laws, as it
may be further amended) the number of Ordinary Shares set forth below, excluding any Ordinary Shares issuable upon the exchange contemplated
hereunder:


 


__________________________


 


In the case of Certificated Notes, the certificate
numbers of the Notes to be exchanged are as set forth below:


 


__________________________


 


	Dated:	 	 	 
	 	 	 
	 	 	 
	 	 	Name(s) of Registered Holder
	 	 	 
	 	 	Street Address
	 	 	 
		 	City, State and Zip Code   

Please print name and address  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Signature(s)



 






    Exhibit A-10


     


    

 


		 
	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 Ordinary Shares are to be delivered, or Notes are to be delivered, other than to and in the name
of the registered holder.	 
	 	 
	Fill in for registration of Ordinary 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 exchanged (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




 




    Exhibit A-11


     


    


 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: NCL Corporation Ltd.,


 


The undersigned registered owner of this Note hereby
acknowledges receipt of a notice from NCL Corporation Ltd. (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 of $1,000 in excess 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.


 


In the case of Certificated 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 repurchased (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.




 




    Exhibit A-12


     


    


 


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, the undersigned
confirms that such Note is being transferred:


 


□     To
Norwegian Cruise Line Holdings Ltd., or a Subsidiary thereof (including NCL Corporation Ltd.); or


 


□     Pursuant
to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or


 


□     Pursuant
to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or


 


□     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.


 


	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.