Exhibit 4.5


 





 



 


AMIRA NATURE FOODS LTD


 


, AS TRUSTEE


 


FORM OF INDENTURE


 


DATED AS OF


 





 



 




     


     


    

 


CROSS-REFERENCE TABLE


 


This Cross-Reference Table is not part of the
Indenture


 


	Trust Indenture Act of 1939 Section	 	Indenture Section
	310	(a)(1)	 	7.09
	 	(a)(2)	 	7.09
	 	(a)(3)	 	Not applicable
	 	(a)(4)	 	Not applicable
	 	(a)(5)	 	7.09
	 	(b)	 	7.08 and 7.10
	 	(c)	 	Not applicable
	311	(a)	 	*
	 	(b)	 	*
	 	(c)	 	Not applicable
	312	(a)	 	5.01
	 	(b)	 	*
	 	(c)	 	*
	313	(a)	 	5.03
	 	(b)(1)	 	Not applicable
	 	(b)(2)	 	*
	 	(c)	 	*
	 	(d)	 	*
	314	(a)	 	5.02
	 	(b)	 	Not applicable
	 	(c)(1)	 	14.05
	 	(c)(2)	 	14.05
	 	(c)(3)	 	Not applicable
	 	(d)	 	Not applicable
	 	(e)	 	14.05
	 	(f)	 	Not applicable
	315	(a)	 	7.01
	 	(b)	 	6.08 and 7.09
	 	(c)	 	7.01
	 	(d)	 	7.01
	 	(e)	 	6.09
	316	(a)(1)	 	6.01 and 6.07
	 	(a)(2)	 	Not applicable
	 	(b)	 	6.04
	 	(c)	 	*
	317	(a)	 	6.02
	 	(b)	 	4.04(a)
	318	(a)	 	14.08


 





 






		*	Automatically included under Section 318(c) of the Trust Indenture Act of 1939, as amended



 




     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	Article 1 DEFINITIONS	1
	Section 1.01.	Definitions	1
	 	 	 
	Article 2 DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	Section 2.01.	Forms	4
	Section 2.02.	Amount Unlimited; Issuable in Series	5
	Section 2.03.	Authentication	7
	Section 2.04.	Date and Denomination of Securities	8
	Section 2.05.	Execution of Securities	9
	Section 2.06.	Exchange and Registration of Transfer of Securities	9
	Section 2.07.	Mutilated, Destroyed, Lost or Stolen Securities	12
	Section 2.08.	Temporary Securities	13
	Section 2.09.	Cancellation of Securities Paid, etc.	13
	Section 2.10.	Computation of Interest	13
	Section 2.11.	Form of Legend for Global Securities	13
	 	 	 
	Article 3 REDEMPTION OF SECURITIES; SINKING FUNDS	14
	Section 3.01.	Applicability of Article	14
	Section 3.02.	Notice of Redemption; Selection of Securities	14
	Section 3.03.	Payment of Securities Called for Redemption	15
	Section 3.04.	Satisfaction of Mandatory Sinking Fund Payments with Securities	16
	Section 3.05.	Redemption of Securities for Sinking Fund	16
	Section 3.06.	Repayment at the Option of the Holder	17
	 	 	 
	Article 4 PARTICULAR COVENANTS OF THE COMPANY	18
	Section 4.01.	Payment of Principal, Premium and Interest	18
	Section 4.02.	Offices for Notices and Payments, etc.	18
	Section 4.03.	Appointment to Fill Vacancies in Trustee’s Office	18
	Section 4.04.	Provision as to Paying Agent	18
	Section 4.05.	Statement as to Compliance	19
	Section 4.06.	Additional Amounts	20
	 	 	 
	Article 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	20
	Section 5.01.	Securityholder Lists	20
	Section 5.02.	Reports by the Company	20
	Section 5.03.	Reports by the Trustee	21
	 	 	 
	Article 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	21
	Section 6.01.	Events of Default	21
	Section 6.02.	Payment of Securities on Default; Suit Therefor	23


 




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TABLE OF CONTENTS

(continued)


 


	Section 6.03.	Application of Moneys Collected by Trustee	25
	Section 6.04.	Proceedings by Securityholders	26
	Section 6.05.	Proceedings by Trustee	26
	Section 6.06.	Remedies Cumulative and Continuing	26
	Section 6.07.	Direction of Proceedings and Waiver of Defaults by Securityholders	27
	Section 6.08.	Notice of Defaults	27
	Section 6.09.	Undertaking to Pay Costs	28
	 	 	 
	Article 7 CONCERNING THE TRUSTEE	28
	Section 7.01.	Duties and Responsibilities of Trustee	28
	Section 7.02.	Reliance on Documents, Opinions, etc.	29
	Section 7.03.	No Responsibility for Recitals, etc.	31
	Section 7.04.	Ownership of Securities	31
	Section 7.05.	Moneys to be Held in Trust	31
	Section 7.06.	Compensation and Expenses of Trustee	32
	Section 7.07.	Officer’s Certificate as Evidence	32
	Section 7.08.	Indentures Not Creating Potential Conflicting Interests For The Trustee	32
	Section 7.09.	Eligibility of Trustee	32
	Section 7.10.	Resignation or Removal of Trustee	33
	Section 7.11.	Acceptance by Successor Trustee	34
	Section 7.12.	Succession by Merger, etc.	35
	Section 7.13.	Other Matters Concerning the Trustee	35
	Section 7.14.	Appointment of Authenticating Agent	35
	 	 	 
	Article 8 CONCERNING THE SECURITYHOLDERS 	37
	Section 8.01.	Action of Securityholders	37
	Section 8.02.	Proof of Execution by Securityholders	37
	Section 8.03.	Who Are Deemed Absolute Owners	37
	Section 8.04.	Company-Owned Securities Disregarded	38
	Section 8.05.	Revocation of Consents; Future Holders Bound	38
	 	 	 
	Article 9 [RESERVED]	38
	 	 	 
	Article 10 SUPPLEMENTAL INDENTURES	38
	Section 10.01.	Supplemental Indentures without Consent of Securityholders	38
	Section 10.02.	Supplemental Indentures with Consent of Securityholders	40
	Section 10.03.	Compliance with Trust Indenture Act; Effect of Supplemental Indentures	41
	Section 10.04.	Notation on Securities	41
	Section 10.05.	Evidence of Compliance of Supplemental Indenture to be Furnished Trustee	42


 




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TABLE OF CONTENTS

(continued)


 


	Article 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	42
	Section 11.01.	Company May Consolidate, Merge Or Sell Assets on Certain Terms	42
	Section 11.02.	Successor Corporation or Limited Liability Company to be Substituted	43
	Section 11.03.	Documents to be Given Trustee	43
	 	 	 
	Article 12 SATISFACTION AND DISCHARGE OF INDENTURE	43
	Section 12.01.	Discharge of Indenture	43
	Section 12.02.	Legal Defeasance	44
	Section 12.03.	Covenant Defeasance	45
	Section 12.04.	Deposited Moneys to be Held in Trust by Trustee; Miscellaneous Provisions	45
	Section 12.05.	Paying Agent to Repay Moneys Held	46
	Section 12.06.	Return of Unclaimed Moneys	46
	Section 12.07.	Reinstatement	46
	 	 	 
	Article 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	46
	Section 13.01.	Indenture and Securities Solely Corporate Obligations	46
	 	 	 
	Article 14 MISCELLANEOUS PROVISIONS	47
	Section 14.01.	Provisions Binding on Company’s Successors	47
	Section 14.02.	Official Acts by Successor Corporation	47
	Section 14.03.	Addresses for Notices, Notice to Holders, Waiver	47
	Section 14.04.	New York Contract	48
	Section 14.05.	Evidence of Compliance with Conditions Precedent	48
	Section 14.06.	Legal Holidays	48
	Section 14.07.	Securities in a Specified Currency other than Dollars	48
	Section 14.08.	Trust Indenture Act to Control	49
	Section 14.09.	Table of Contents, Headings, etc.	49
	Section 14.10.	Execution in Counterparts	49
	Section 14.11.	Separability; Benefits	49
	Section 14.12.	U.S.A. Patriot Act	49


 




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THIS INDENTURE, dated as of                                by and between Amira
Nature Foods Ltd, a British Virgin Islands business company limited by shares (the “Company”), and             ,
as Trustee (the “Trustee”),


 


WITNESSETH:


 


WHEREAS, the Company has duly authorized the
issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series
(the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof,
the Company has duly authorized the execution and delivery of this Indenture; and


 


WHEREAS, all things necessary to make this Indenture
a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases
of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective holders from time to time of the Securities 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 shall have the respective meanings specified in this Section 1.01. All other terms used
in this Indenture which are defined in the Trust Indenture Act of 1939, as amended, or which are by reference therein defined in
the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture as originally executed. The words “herein,” “hereof,” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.


 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 7.14 to act on behalf of the Trustee to authenticate Securities.


 


“Authorized Officer” means
any of the Company’s directors, the Company’s corporate secretary or the Company’s principal executive officer,
principal financial officer or principal accounting officer.


 


“Beneficial Owner” means
a Person who is the beneficial owner of a beneficial interest in a Global Security as reflected on the books of the Depositary
or on the books of a Person maintaining an account with such Depositary (directly as a Depositary participant or as an indirect
participant, in each case in accordance with the rules of such Depositary).


 




     


     


    

 


“Board of Directors” means
the Board of Directors of the Company or any Committee of such Board or specified officers and employees of the Company to which
the powers of such Board have been lawfully delegated.


 


“Company” means Amira Nature
Foods Ltd, a British Virgin Islands business company limited by shares, until any successor corporation or limited liability company
shall have become such pursuant to the provisions of Article Eleven, and thereafter “Company” shall mean such successor,
except as otherwise provided in Section 11.02.


 


“Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Securities Exchange Act of 1934, as amended, that is designated to act as depositary for such Securities as
contemplated by Section 2.02.


 


“Dollar” means the coin or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


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


 


“Global Security” means a
Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.11 (or such
legend as may be specified as contemplated by Section 2.02 for such Securities).


 


“Indenture” means this instrument
as originally executed or as it may be amended or supplemented from time to time as herein provided, and shall include the form
and terms of particular series of Securities established as contemplated hereunder.


 


“interest,” when used with
respect to a non-interest bearing Security, means interest payable after the principal thereof has become due and payable whether
at maturity, by declaration of acceleration, by call for redemption, pursuant to a sinking fund, or otherwise.


 


“Officer’s Certificate”
means a certificate signed by any one of the Authorized Officers and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 14.05 if and to
the extent required by the provisions of such Section.


 


“Opinion of Counsel” means
an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company, or may be other counsel,
in any case, satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939
and include the statements provided for in Section 14.05 if and to the extent required by the provisions of such Sections.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.


 




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“Overdue Rate” means, with
respect to each series of Securities, the rate of interest designated as such in the resolution of the Board of Directors or the
supplemental indenture, as the case may be, relating to such series as contemplated by Section 2.02, or if no such rate is
specified, the rate at which such Securities shall bear interest.


 


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


 


“Principal office of the Trustee,”
or other similar term, means the office of the Trustee at which at any particular time its corporate trust business shall be administered.


 


“Responsible Officer” when
used with respect to the Trustee means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman
of the executive committee of the board of directors, the president, any executive vice president, any senior vice president, any
vice president, any assistant vice president, any trust officer, any assistant trust officer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the
particular subject.


 


“Security” or “Securities”
means any Security or Securities, as the case may be, authenticated and delivered under this Indenture.


 


“Outstanding,” when used
with reference to Securities, means, subject to the provisions of Section 8.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except


 


(a)          Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(b)          Securities,
or portions thereof, for the payment or redemption of which moneys 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), provided that if such Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been delivered as in Article Three provided, or provision satisfactory to the Trustee shall
have been made for delivering such notice;


 


(c)          Securities
as to which defeasance has been effected pursuant to Section 12.02; and


 


(d)          Securities
in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been
paid, pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is presented that any such Securities
are held by persons in whose hands any of such Securities is a valid, binding and legal obligation of the Company.


 




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In determining whether the holders of the requisite
principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.


 


“Securityholder,” “holder
of Securities,” or other similar terms, means any person in whose name at the time a particular Security is registered
on the books of the Registrar kept for that purpose in accordance with the terms hereof.


 


“Specified Currency” means
the currency in which a Security is denominated, which may include Dollars, any foreign currency or any composite of two or more
currencies.


 


“Trust Indenture Act of 1939”
means the Trust Indenture Act of 1939 as it was in force at the date of execution of this Indenture, except as provided in Section 10.03.


 


“Trustee” means the corporation
or association named as Trustee in this Indenture and, subject to the provisions of Article Seven hereof, shall also include its
successors and assigns as Trustee hereunder. If pursuant to the provisions of this Indenture there shall be at any time more than
one Trustee hereunder, the term “Trustee” as used with respect to Securities of any series shall mean the Trustee with
respect to Securities of that series.


 


“U.S. Government Obligations”
shall have the meaning specified in Section 12.02.


 


Article
2

DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.01.      Forms.
(a) The Securities of each series shall be in substantially such form as shall be established by or pursuant to a resolution
of the Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such legends or endorsements placed
thereon as the officers 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 stock exchange on which the Securities of such series may be listed,
or to conform to usage.


 


(b)          The
resolutions adopted by the Board of Directors or one or more indentures supplemental hereto establishing the form and terms of
the Securities of any series pursuant to Sections 2.01 and 2.02, respectively, of this Indenture, may provide for issuance
of Global Securities. If Securities of a series are so authorized to be issued as Global Securities, any such Global Security may
provide that it shall represent that aggregate amount of Securities from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Global Security to reflect the amount, or any increase or decrease in the amount or changes in the rights of holders of Securities
represented thereby, shall be made in such manner and by such person or persons as shall be specified therein.


 




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(c)          The
Trustee’s Certificate of Authentication on all Securities shall be in substantially the following form:


 


“This is one of the Securities of the
series designated therein described in the within-mentioned Indenture.


 


	 	 	, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory”


 


Section 2.02.      Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a resolution of the Board of Directors or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:


 


(1)         the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);


 


(2)         any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Sections 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04);


 


(3)         the
date or dates on which the principal and premium, if any, of the Securities of the series is payable;


 


(4)         the
rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date
or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, if other
than as set forth in Section 2.04, the record dates for the determination of holders to whom interest is payable;


 


(5)         in
addition to the office or agency of the Company in the Borough of Manhattan, The City of New York required to be maintained pursuant
to Section 4.02, any other place or places where the principal of, and premium, if any, and any interest on Securities of
the series shall be payable;


 


(6)         the
Specified Currency of the Securities of the series;


 


(7)         the
currency or currencies in which payments on the Securities of the series are payable, if other than the Specified Currency;


 




    	 	5	 



     


    

 


(8)         the
price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may
be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;


 


(9)         the
obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof and the price at which or process by which and the period or periods within which
and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant
to such obligation;


 


(10)       if
other than denominations of $1,000 and any multiple thereof, the denominations in which Securities of the series shall be issuable;


 


(11)       if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(12)       if
the principal of or interest on the Securities of the series are to be payable, at the election of the Company or a holder thereof,
in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon
which, such election may be made;


 


(13)       if
the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index
based on a coin or currency other than the Specified Currency, the manner in which such amounts shall be determined;


 


(14)       any
Events of Default with respect to the Securities of the series, if not set forth herein;


 


(15)       if
other than the rate of interest stated in the title of the Securities of the series, the applicable Overdue Rate;


 


(16)       in
the case of any series of non-interest bearing Securities, the applicable dates for purposes of clause (a) of Section 5.01;


 


(17)       if
other than is to act as Trustee for the Securities of the series, the name and Principal Office of such Trustee;


 


(18)       if
either or both of Sections 12.02 and 12.03 do not apply to any Securities of the series;


 


(19)       if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the name of the respective Depositaries for such Global Securities, the form of any legend or legends which
shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.11 and any circumstances
in addition to or in lieu of those set forth in clause (2) of Section 2.06 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 




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(20)       any
addition to the covenants set forth in Article Four which applies to Securities of the series and whether any such covenant shall
be subject to covenant defeasance under Section 12.03; and


 


(21)       any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors
or in any such indenture supplemental hereto.


 


Notwithstanding Section 2.02(2) herein
and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities
may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased; provided that no Event of Default with respect to such series has occurred and
is continuing.


 


Section 2.03.      Authentication.
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication. Except as otherwise provided in this Article Two, the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written order of the Company, signed by any one of its
Authorized Officers, which order shall set forth the number of separate Securities certificates, the principal amount of each of
the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the registered holder
of each of the said Securities and delivery instructions. In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01)
shall be fully protected in relying upon:


 


(1)         a
copy of any resolution or resolutions of the Board of Directors relating thereto and, if applicable, an appropriate record of any
action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;


 


(2)         an
executed supplemental indenture, if any, relating thereto;


 


(3)         an
Officer’s Certificate prepared in accordance with Section 14.05 which shall also state to the best knowledge of the
signers of such Certificate that no Event of Default with respect to any series of Securities shall have occurred and be continuing;
and


 




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(4)         an
Opinion of Counsel prepared in accordance with Section 14.05 to the effect:


 


(a)          that
the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Section 2.02 in conformity with the provisions of this Indenture;


 


(b)          that
the Company has all requisite corporate power and authority to execute and deliver such Securities;


 


(c)          that
the execution and delivery of such Securities by the Company have been duly authorized by all necessary corporate action on the
part of the Company;


 


(d)          that
such Securities have been duly and validly executed, and when duly authenticated by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations
of the Company, enforceable against it in accordance with their terms, subject to customary exceptions and qualifications; and


 


(e)          that
the execution and delivery by the Company of such Securities and the performance by the Company of its obligations thereunder will
not conflict with, constitute a default under or violate any of the terms, conditions or provisions of the memorandum of association
or bye-laws of the Company.


 


The Trustee shall have the right to decline
to authenticate and deliver or cause to be authenticated and delivered any Securities under this Section 2.03 if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine
that such action would expose the Trustee to personal liability to existing Securityholders.


 


Section 2.04.      Date
and Denomination of Securities. The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 2.02. In the absence of any such specification with respect
to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any multiple thereof.
Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan
as the officers of the Company executing the same may determine with the approval of the Trustee.


 


Every Security shall be dated the date of its
authentication.


 




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The person in whose name any Security of a particular
series is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment
date for such series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation
of such Security upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment
date; provided, however, that if and to the extent that the Company shall default in the payment of the interest
due on such interest payment date, such defaulted interest shall be paid to the persons in whose names Outstanding Securities of
such series are registered on a subsequent record date established by notice given by or on behalf of the Company to the holders
of such Securities not less than 15 days preceding such subsequent record date, such record date to be not less than five
days preceding the date of payment of such defaulted interest. Except as otherwise specified as contemplated by Section 2.02
for Securities of a particular series, the term “record date” as used in this Section 2.04 with respect to any
regular interest payment date, shall mean, the last day of the calendar month preceding such interest payment date if such interest
payment date is the fifteenth day of such calendar month, and shall mean the fifteenth day of the calendar month preceding such
interest payment date if such interest payment date is the first day of a calendar month, whether or not such day shall be a day
on which banking institutions in The City of New York or the location of any office of the Trustee charged with responsibility
under this Indenture are authorized or required by law or executive order to close or remain closed.


 


Interest on the Securities may at the option
of the Company be paid by check mailed to the persons entitled thereto at their respective addresses as such appear on the registry
books of the Company.


 


Section 2.05.      Execution
of Securities. The Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature
of any one of the Company’s Authorized Officers. Only such Securities as shall bear thereon a certificate of authentication
substantially in the form herein recited, executed by the Trustee by the manual signature of an authorized officer, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security
executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture.


 


In case any officer of the Company who shall
have signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated
and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper
officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.


 


Section 2.06.      Exchange
and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount
of Securities of the same series of other authorized denominations. Securities to be exchanged shall be surrendered, at the option
of the holders thereof, either at the office or agency designated and maintained by the Company for such purpose in the Borough
of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies
as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and
the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities
which the Security holder making the exchange shall be entitled to receive. Each person designated by the Company pursuant to the
provisions of Section 4.02 as a person authorized to register and register transfer of the Securities is sometimes herein
referred to as a “Security registrar”.


 




    	 	9	 



     


    

 


The Company shall keep, at each such office
or agency, a register for each series of Securities issued hereunder (the registers of all Security registrars being herein sometimes
collectively referred to as the “Security register” or the “registry books of the Company”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities
as in this Article Two provided. The Security register shall be in written form or in any other form capable of being converted
into written form within a reasonable time. At all reasonable times the Security registrar shall be open for inspection by the
Trustee and any Security registrar other than the Trustee. Upon due presentment for registration or registration of transfer of
any Security of any series at any designated office or agency, the Company shall execute and register and the Trustee shall authenticate
and deliver in the name of the transferee or transferees a new Security or Securities of the same series for an equal aggregate
principal amount. Registration or registration of transfer of any Security by any Security registrar in the registry books of the
Company maintained by such Security registrar, and delivery of such Security, duly authenticated, shall be deemed to complete the
registration or registration of transfer of such Security.


 


No person shall at any time be designated as
or act as a Security registrar unless such person is at such time empowered under applicable law to act as such under and to the
extent required by applicable law and regulations.


 


All Securities presented for registration of
transfer or for exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee
duly executed by, the holder or his attorney duly authorized in writing.


 


No service charge shall be made for any exchange
or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.


 


The Company shall not be required to exchange
or register a transfer of (a) any Securities of any series for the period of 15 days next preceding the selection of Securities
of that series to be redeemed and thereafter until the date of delivery of a notice of redemption of Securities of that series
selected for redemption, or (b) any Securities selected, called or being called for redemption in whole or in part except,
in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.


 


The provisions of clauses (1), (2), (3),
(4), (5), (6) and (7) below shall apply only to Global Securities:


 


(1)         Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes under this Indenture.


 




    	 	10	 



     


    

 


(2)         Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or
unable to continue its services as Depositary for such Global Security and no successor Depositary has been appointed within 90
days after such notice or (ii) ceases to be a “clearing agency” registered under Section 17A of the Securities
Exchange Act of 1934 when the Depositary is required to be so registered to act as the Depositary and so notifies the Company,
and no successor Depositary has been appointed within 90 days after such notice, (B) the Company determines at any time that
the Securities shall no longer be represented by Global Securities and shall inform such Depositary of such determination and participants
in such Depositary elect to withdraw their beneficial interests in the Securities from such Depositary, following notification
by the Depositary of their right to do so, or (C) such exchange is made upon request by or on behalf of the Depositary in
accordance with customary procedures, following the request of a Beneficial Owner seeking to exercise or enforce its rights under
the Securities.


 


(3)         Subject
to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.


 


(4)         Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 


(5)         Subject
to the provisions of clause (7) below, the registered Holder may grant proxies and otherwise authorize any Person, including
Agent Members (as defined below in clause (7)) and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under this Indenture or the Securities.


 


(6)         In
the event of the occurrence of any of the events specified in clause (2) above, the Company will promptly make available to
the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons.


 


(7)         Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons
on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered
in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as
the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and
holder of such Global Security for all purposes whatsoever (aside from the delivery of any notices). Notwithstanding the foregoing,
nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between
the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices
of such Persons governing the exercise of the rights of a holder of any Security.


 




    	 	11	 



     


    

 


Section 2.07.      Mutilated,
Destroyed, Lost or Stolen Securities. In case any temporary or definitive Security shall become mutilated or
be destroyed, lost or stolen, the Company in the case of a mutilated Security shall, and in the case of a lost, stolen or destroyed
Security may in its discretion, execute and, upon the written request or authorization of any officer of the Company, the Trustee
shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously Outstanding, in exchange
and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In
every case the applicant for a substituted Security shall furnish to the Company and to the Trustee such security or indemnity
as may be required by them to save each of them harmless from any loss or liability which any of them may suffer if a Security
is replaced and subsequently presented or claimed for payment and, in every case of destruction, loss or theft, the applicant shall
also furnish the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and
the ownership thereof.


 


Upon the issuance of any substituted Security,
the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith. In case any Security which has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless from any loss
or liability which any of them may suffer if a Security is replaced and subsequently presented or claimed for payment and, in case
of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Security
and the ownership thereof.


 


Every substituted Security issued pursuant to
the provisions of this Section 2.07 by virtue of the fact that any Security is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall
preclude (to the extent lawful) any and all other rights or remedies with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 




    	 	12	 



     


    

 


Section 2.08.      Temporary
Securities. Pending the preparation of definitive Securities of any series the Company may execute and the Trustee shall
authenticate and deliver temporary Securities (printed, lithographed or typewritten). Temporary Securities shall be issuable in
any authorized denomination and substantially in the form of the definitive Securities in lieu of which they are issued, but with
such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner,
and with the same effect, as the definitive Securities in lieu of which they are issued. Without unreasonable delay the Company
will execute and deliver to the Trustee definitive Securities of such series and thereupon any or all temporary Securities of such
series may be surrendered in exchange therefor, at the option of the holders thereof, either at the office or agency to be designated
and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions
of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose
in accordance with the provisions of Section 4.02, and the Trustee shall authenticate and deliver in exchange for such temporary
Securities an equal aggregate principal amount of definitive Securities of the same series. Such exchange shall be made by the
Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series authenticated and
delivered hereunder.


 


Section 2.09.      Cancellation
of Securities Paid, etc. All Securities surrendered for the purpose of payment, redemption, repayment, exchange or registration
of transfer or for credit against any sinking fund shall, if surrendered to the Company, any Security registrar, any paying agent
or any other agent of the Company or of the Trustee, be delivered to the Trustee and promptly cancelled by it, or, if surrendered
to the Trustee, shall be promptly cancelled by it, and no Securities shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee may dispose of cancelled Securities in accordance with its customary procedures
and deliver a certificate of such disposition to the Company or, at the written request of the Company, shall deliver cancelled
Securities to the Company. If the Company shall acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee
for cancellation.


 


Section 2.10.      Computation
of Interest. Except as otherwise specified as contemplated by Section 2.02 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 2.11.      Form
of Legend for Global Securities. Unless otherwise specified as contemplated by Section 2.02 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form (or
such other form as a securities exchange or Depositary may request or require):


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF
THE DEPOSITORY TRUST COMPANY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY
TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY
TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.


 




    	 	13	 



     


    

 


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


 


Article
3

REDEMPTION OF SECURITIES; SINKING FUNDS


 


Section 3.01.      Applicability
of Article. The provisions of this Article shall be applicable, as the case may be, (i) to the Securities of any series
which are redeemable before their maturity and (ii) to any sinking fund for the retirement of Securities of any series, in
either case except as otherwise specified as contemplated by Section 2.02 for Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.”


 


Section 3.02.      Notice
of Redemption; Selection of Securities. In case the Company shall desire to exercise any right to redeem all, or, as the
case may be, any part of, the Securities of any series in accordance with their terms, it shall fix a date for redemption and shall
deliver or cause to be delivered a notice of such redemption at least 10 and not more than 60 days prior to the date fixed for
redemption to the holders of Securities of such series so to be redeemed as a whole or in part at their last addresses as the same
appear on the registry books of the Registrar and to the Trustee, except as the resolutions adopted by the Board of Directors to
establish the terms of any series of Securities may otherwise provide. The notice shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to give such notice or any defect in the notice to
the holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings
for the redemption of any other Security of such series.


 




    	 	14	 



     


    

 


Each such notice of redemption shall specify
the date fixed for redemption, the redemption price at which the Securities of such series are to be redeemed (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of
such Securities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice and that on
and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. Where the redemption price
is not ascertainable at the time the notice of redemption is given as aforesaid, the Company shall notify the Trustee of said redemption
price promptly after the calculation thereof. If less than all the Securities of a series are to be redeemed, the notice of redemption
shall specify the number or numbers of the Securities of that series to be redeemed. In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of that series
in principal amount equal to the unredeemed portion thereof will be issued.


 


On or prior to 10:00 a.m. New York City
time on the redemption date specified in the notice of redemption given as provided in this Section 3.02, the Company will
deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, will segregate
and hold in trust as provided in Section 4.04) an amount of money sufficient to redeem on the redemption date all the Securities
or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all
the Securities of a series are to be redeemed, (i) the Company will give the Trustee notice not less than 10 days (or such
shorter period as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Securities
of such series to be redeemed and (ii)(x) if such Securities are at the time represented by a Global Security, then the Depositary
shall select by lot (or otherwise, as required by the Depositary) the particular interests to be redeemed or (y) if any of
such Securities are not represented by a Global Security, then the Trustee shall select or cause to be selected, in such manner
as in its sole discretion it shall deem appropriate and fair, the Securities of that series or portions thereof to be redeemed.
Securities of a series may be redeemed in part only in multiples of the smallest authorized denomination of that series.


 


Section 3.03.      Payment
of Securities Called for Redemption. If notice of redemption has been given as provided in Section 3.02 or Section 3.05,
the Securities or portions of Securities of the series with respect to which such notice has been given shall become due and payable
on the date and at the place or places stated in such notice at the applicable redemption price, together with any interest accrued
to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities
or portions of such Securities, together with any interest accrued to said date) any interest on the Securities of such series
or portions of Securities of such series so called for redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment in said notice specified, the said Securities or the specified portions thereof shall be paid
and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for
redemption; provided, however, that any regularly scheduled installment of interest becoming due on or prior to the
date fixed for redemption shall be payable to holders of such Securities registered as such on the relevant record date according
to their terms.


 


Upon presentation of any Security redeemed in
part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the
Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented.


 




    	 	15	 



     


    

 


Section 3.04.      Satisfaction
of Mandatory Sinking Fund Payments with Securities. In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Securities of
that series theretofore purchased or otherwise acquired by the Company or (b) receive credit for the principal amount of Securities
of that series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such Securities; provided that such
Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee
at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.


 


Section 3.05.      Redemption
of Securities for Sinking Fund. Not less than 10 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee a certificate signed by any Authorized Officer specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied
by payment of cash (which cash may be deposited with the Trustee or with one or more paying agents or, if the Company is acting
as its own paying agent, segregated and held in trust as provided in Section 4.04) and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.04 (which Securities, if not
theretofore delivered, will accompany such certificate) and whether the Company intends to exercise its right to make a permitted
optional sinking fund payment with respect to such series. Such certificate shall also state that no Event of Default has occurred
and is continuing with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment
date. In the case of the failure of the Company to deliver such certificate (or to deliver the Securities specified in this paragraph),
the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 3.04 and without the right to make any optional sinking fund payment,
if any, with respect to such series.


 


Any sinking fund payment or payments (mandatory
or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed
$100,000 or the equivalent amount in the Specified Currency (if other than Dollars) (or a lesser sum if the Company shall so request
or determine) with respect to the Securities of any particular series shall be applied by the Trustee (or by the Company if the
Company is acting as its own paying agent) on the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption
of such Securities at the redemption price specified in such Securities for operation of the sinking fund together with accrued
interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Trustee (or by the
Company if the Company is acting as its own paying agent) to the redemption of Securities shall be added to the next cash sinking
fund payment received by the Trustee (or if the Company is acting as its own paying agent, segregated and held in trust as provided
in Section 4.04) for such series and, together with such payment (or such amount so segregated), shall be applied in accordance
with the provisions of this Section 3.05. Any and all sinking fund moneys with respect to the Securities of any particular
series held by the Trustee (or if the Company is acting as its own paying agent, segregated and held in trust as provided in Section 4.04)
on the last sinking fund payment date with respect to Securities of such series and not held for the payment or redemption of particular
Securities of such series shall be applied by the Trustee (or by the Company if the Company is acting as its own paying agent),
together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal
of the Securities of that series at maturity.


 




    	 	16	 



     


    

 


The Trustee shall select or cause to be selected
the Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.02,
and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that
the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03.


 


On or before each sinking fund payment date,
the Company shall pay to the Trustee in cash (or, if the Company is acting as its own paying agent, will segregate and hold in
trust as provided in Section 4.04) a sum equal to any interest accrued to the date fixed for redemption of Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this Section.


 


Neither the Trustee nor the Company shall redeem
any Securities of a series with sinking fund moneys or deliver any notice of redemption of such Securities by operation of the
sinking fund for such series during the continuance of a default in payment of interest, if any, on such Securities or of any Event
of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to such Securities, except
that if the notice of redemption of any such Securities shall theretofore have been delivered in accordance with the provisions
hereof, the Trustee (or the Company if the Company is acting as its own paying agent) shall redeem such Securities if cash sufficient
for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in accordance with the terms
of this Article. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event
of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event
of Default, be held as security for the payment of such Securities; provided, however, that in case such default
or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for such Securities on which such moneys may be applied pursuant to the provisions of this Section.


 


Section 3.06.      Repayment
at the Option of the Holder. Any series of Securities may be made, by provision contained in or established pursuant to
a supplemental indenture or a resolution of the Board of Directors pursuant to Section 2.02 hereof, subject to repayment,
in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the
principal amount thereof, together with accrued interest to the date of repayment, on such notice as may be required, provided,
however, that the holder of a Security may only elect partial repayment in an amount that will result in the portion of
such Security that will remain Outstanding after such repayment constituting an authorized denomination, or combination thereof,
of such Securities.


 




    	 	17	 



     


    

 


Article
4

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01.      Payment
of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on each of the
Securities of that series at the places, at the respective times and in the manner provided in such Securities.


 


Section 4.02.      Offices
for Notices and Payments, etc. As long as any of the Securities of a series remain Outstanding, the Company will
designate and maintain in the Borough of Manhattan, The City of New York, an office or agency where the Securities of that series
may be presented for payment, an office or agency where the Securities of that series may be presented for registration of transfer
and for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Company in respect
of the Securities of that series or of this Indenture may be served, not including service of process. In addition to such office
or offices or agency or agencies, the Company may from time to time designate and maintain one or more additional offices or agencies
within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for registration
of transfer or for exchange, and the Company may from time to time rescind such designation, as it may deem desirable or expedient.
The Company will give to the Trustee written notice of the location of each such office or agency and of any change of location
thereof. In case the Company shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York,
or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made
and notices may be served at the principal office of the Trustee.


 


The Company hereby initially designates the
office of the Trustee located               at                     ; Attn:                                     ,
as the office or agency of the Company in the Borough of Manhattan, The City of New York, where the Securities of each series may
be presented for payment, for registration of transfer and for exchange as in this Indenture provided and where notices and demands
to or upon the Company in respect of the Securities of each series or of this Indenture may be served.


 


Section 4.03.      Appointment
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 7.10, a successor trustee, so that there shall at all times be a
Trustee with respect to each series of Securities hereunder.


 


Section 4.04.      Provision
as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the Securities
of any series, it 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:


 


(1)         that
it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on the
Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such
series) in trust for the benefit of the holders of the Securities of such series;


 




    	 	18	 



     


    

 


(2)         that
it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make
any payment of the principal of, premium, if any, or interest, if any, on the Securities of such series when the same shall be
due and payable; and


 


(3)         that
at any time during the continuance of any failure by the Company (or by any other obligor on the Securities of such series) specified
in the preceding paragraph (2), such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by it.


 


(b)          If
the Company shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date
of the principal of, premium, if any, or interest, if any, on the Securities of such series, set aside, segregate and hold in trust
for the benefit of the holders of such Securities a sum sufficient to pay such principal, premium, if any, or interest, if any,
so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by
any other obligor on the Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any,
on the Securities of such series 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 or cause to be paid to the Trustee all sums held in trust by it,
or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.


 


(d)          Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04
is subject to Sections 12.05 and 12.06.


 


(e)          Whenever
the Company shall have one or more paying agents with respect to the Securities of any series, it will, prior to each due date
of the principal of, premium, if any, or interest, if any, on the Securities of such series, deposit with a designated paying agent
a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for
the benefit of the persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of any failure so to act.


 


Section 4.05.      Statement
as to Compliance. The Company will furnish to the Trustee on or before May 1, in each year (beginning with the first May
1 following the first date of issuance of any Securities under this Indenture) a brief certificate (which need not comply with
Section 14.05) from the principal executive, financial or accounting officer of the Company as required by Section 314(a)(4)
of the Trust Indenture Act of 1939. Except with respect to the receipt of Securities payments and any default or Event of Default
information contained in the certificate delivered to it pursuant to this Section 4.05, the Trustee shall have no duty to
review, ascertain or confirm the Company’s compliance with, or breach of, any representation, warranty or covenant made in
this Indenture.


 




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Section 4.06.      Additional
Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first
interest payment date with respect to that series of Securities and at least 10 days prior to each date of payment of principal
of, premium, if any, or interest on the Securities of that series if there has been a change with respect to the matters set forth
in the below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee and the principal paying agent, if
other than the Trustee, an Officer’s Certificate instructing the Trustee and such paying agent whether such payment of principal
of or interest on the Securities of that series shall be made to holders of the Securities of that series without withholding or
deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If
any such withholding or deduction shall be required, then such Officer’s Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such holders and shall certify the fact that additional amounts
will be payable and the amounts so payable to each holder, and the Company shall pay to the Trustee or such paying agent the additional
amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any paying agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising
out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant
to this Section.


 


Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security
of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such
series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable
in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision
hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention
is not made.


 


Article
5

SECURITYHOLDER LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


Section 5.01.      Securityholder
Lists. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Company
and any other obligor on the Securities will furnish or cause to be furnished to the Trustee a list in such form as the Trustee
may reasonably require of the names and addresses of the holders of the Securities of such series pursuant to Section 312
of the Trust Indenture Act of 1939 (a) semi-annually not less than 15 days prior to the date for the payment of interest on
such Securities, as hereinabove specified, as of such record date, and on dates to be determined pursuant to Section 2.02
for non-interest bearing Securities in each year, and (b) at such other times as the Trustee may request in writing, within
thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information
is furnished.


 


Section 5.02.      Reports
by the Company. The Company covenants to file with the Trustee, within 15 days after the Company is required to file the
same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports
that the Company is required to file with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939.


 




    	 	20	 



     


    

 


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this
Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled
to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.


 


Section 5.03.      Reports
by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall
be transmitted as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding
hereunder, and shall be dated no more than 60 days prior to July 1 of each year.


 


Article
6

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


Section 6.01.      Events
of Default. The term “Event of Default” whenever used herein with respect to Securities of any series
means any one of the following events and such other events as may be established with respect to the Securities of such series
as contemplated by Section 2.02 hereof, continued for the period of time, if any, and after the giving of notice, if any,
designated in this Indenture or as may be established with respect to such Securities as contemplated by Section 2.02 hereof,
as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable resolution of the
Board of Directors or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated
by Section 2.02:


 


(a)          default
in the payment of the principal of, or premium, if any, on any Security of such series when and as the same shall become due and
payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or


 


(b)          default
for 30 days in the payment of any installment of interest on any Security of such series when and as the same shall become due
and payable; or


 


(c)          default
in the making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable
by the terms of the Securities of such series; or


 


(d)          failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect
of the Securities of such series contained in this Indenture (other than a covenant or agreement in respect of the Securities of
such series a default in whose observance or performance is elsewhere in this Section 6.01 specifically dealt with) continued
for a period of 60 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall
have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least
twenty-five percent in aggregate principal amount of the Securities of such series at the time Outstanding; or


 




    	 	21	 



     


    

 


(e)          a
decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization of the Company under the U.S. Federal Bankruptcy Code or
any other similar applicable U.S. Federal or State law, and such decree or order shall have continued undischarged and unstayed
for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver
or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of all or substantially
all of the property of the Company, or for the winding up or liquidation of the affairs of the Company, shall have been entered,
and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or


 


(f)           the
Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding
against the Company, or shall file a petition or answer or consent seeking reorganization under the U.S. Federal Bankruptcy
Code or any other similar applicable U.S. Federal or State law, or shall consent to the filing of any such petition, or shall
consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency
of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing the inability of
the Company to pay its debts generally as they become due; or


 


(g)          any
other Event of Default provided in the applicable resolution of the Board of Directors or in the supplemental indenture under which
such series of Securities is issued, as the case may be, as contemplated by Section 2.02.


 


If an Event of Default as contemplated by Sections 6.01(e)
or 6.01(f) occurs, the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portions
of the principal amount as may be specified in the terms of such series) with respect to Securities of any series at the time Outstanding
will become due and payable immediately. If any other Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall
have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal
amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if
given by Securityholders of such series), may declare the principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all the Securities
of such series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if, at any time after the principal amount (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series)
of the Securities of any series shall have been so declared or otherwise become due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of interest, if any, upon all of the Securities of such series
and the principal of, and premium, if any, on any and all Securities of such series which shall have become due otherwise than
by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable
under applicable law) and on such principal at the Overdue Rate applicable to such series, to the date of such payment or deposit)
and all amounts payable to the Trustee pursuant to the provisions of Section 7.06, and any and all defaults under this Indenture
with respect to such series of Securities, other than the nonpayment of principal of and accrued interest on Securities of such
series which shall have become due solely by acceleration, shall have been remedied or cured or waived or provision shall have
been made therefor to the satisfaction of the Trustee—then and in every such case the holders of a majority in aggregate
principal amount of the Securities of such series then Outstanding, by written notice to the Company and to the Trustee, may waive
all defaults with respect to such series and rescind and annul such declaration or acceleration and its consequences; but no such
waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent
thereon.


 




    	 	22	 



     


    

 


In case the Trustee shall have proceeded to
enforce any right under this Indenture and such proceeding shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company
and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the Company and the Trustee shall continue as though no such proceeding had been taken.


 


Section 6.02.      Payment
of Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment
of any installment of interest upon any Security of any series as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, (b) in case default shall be made in the payment of the principal of, or premium,
if any, on any Security of any series as and when the same shall become due and payable, whether at maturity of the Securities
of that series or upon redemption or by declaration, repayment or otherwise or (c) in case of default in the making or satisfaction
of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series—then,
upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holder of any such Security (or holders
of any series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable
on any such Security (or Securities of any such series in the case of clause (c) above) for principal, premium, if any, and
interest, if any, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon the overdue installments of interest, if any, at the Overdue Rate applicable to any such
Security (or Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount
as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the
provisions of Section 7.06.


 




    	 	23	 



     


    

 


In case the Company shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee of any express trust, shall be entitled and empowered
to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company
or any other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or any other
obligor on such Securities wherever situated the moneys adjudged or decreed to be payable.


 


In case there shall be pending proceedings for
the bankruptcy, for the insolvency or for the reorganization of the Company or any other obligor on the Securities of any series
under the U.S. Federal Bankruptcy Code or any other similar applicable U.S. Federal or State law, or in case a receiver
or trustee (or other similar official) shall have been appointed for the property of the Company or such other obligor, or in the
case of any other similar judicial proceedings relative to the Company or other obligor on the Securities of any series, or to
the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section 6.02, 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 (or, if the Securities
of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect
to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and
unpaid in respect of the Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Securityholders of any
series allowed in such judicial proceedings relative to the Company or any other obligor on the Securities of any series, its or
their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable
to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution; and any
receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Securityholders
to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant
to the provisions of Section 7.06 and incurred by it up to the date of such distribution.


 


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


 


All rights of action and of asserting claims
under this Indenture, or under the Securities of any series, may be enforced by the Trustee without the possession of any of the
Securities of such series or the production thereof in 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 be
for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought
by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction
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 Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Securities parties
to any such proceedings.


 




    	 	24	 



     


    

 


Section 6.03.      Application
of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to this Article and, if an Event of Default
has occurred and is continuing, any money or other property distributable in respect of the Company’s obligations under the
Indenture shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys,
upon presentation of the several Securities in respect of which moneys have been collected, and the notation thereon of the payment,
if only partially paid, and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts
due the Trustee (acting in any capacity hereunder) pursuant to the provisions of Section 7.06;


 


SECOND: In case the principal of the
Outstanding Securities in respect of which such moneys have been collected shall not have become due (at maturity, upon redemption,
by declaration, repayment or otherwise) and be unpaid, to the payment of interest, if any, on such Securities, in the order of
the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the Overdue Rate applicable to such Securities, such payments to be made ratably to
the person entitled thereto;


 


THIRD: In case the principal of the
Outstanding Securities in respect of which such moneys have been collected shall have become due (at maturity, upon redemption,
by declaration, repayment or otherwise), to the payment of the whole amount then owing and unpaid upon such Securities for principal,
premium, if any, and interest, if any, with interest on the overdue principal, and premium, if any, and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of interest, if any, at the Overdue Rate applicable to such
Securities; and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon such Securities,
then to the payment of such principal, premium, if any, and interest, if any, without preference or priority of principal, and
premium, if any, over interest, if any, or of interest, if any, over principal, and premium, if any, or of any installment of interest,
if any, over any other installment of interest, if any, or of any such Security over any other such Security, ratably to the aggregate
of such principal, premium, if any, and accrued and unpaid interest, if any; and


 


FOURTH: To the payment of the remainder,
if any, to the Company, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court
of competent jurisdiction may direct.


 




    	 	25	 



     


    

 


Section 6.04.      Proceedings
by Securityholders. No holder of any Security of any series 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 or trustee (or other similar official), or for any other remedy hereunder, unless (i) such
holder previously shall have given to the Trustee written notice of an Event of Default with respect to Securities of such series
and of the continuance thereof, as hereinbefore provided, (ii) the holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security and indemnity
as it may require against loss, the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity, shall not have received from the holders of a majority
in principal amount of the Securities of such series then Outstanding a direction inconsistent with that request, and shall have
neglected or refused to institute any such action, suit or proceeding, it being understood and intended, and being expressly covenanted
by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or more holders of Securities
of such series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other holder of Securities of such series, or to obtain or seek to obtain priority over
or preference to any other such holder, or to enforce any right under this Indenture, except in the matter herein provided and
for the equal, ratable and common benefit of all holders of Securities of such series.


 


Notwithstanding any other provisions in this
Indenture, however, the right of any holder of any Security to receive payment of the principal of, premium, if any, and interest,
if any, on such Security, on or after the respective due dates expressed in such Security, or upon redemption, by declaration,
repayment or otherwise, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such holder, and no provision of the Securities of any series or of this Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if
any, and interest, if any, on the Securities of such series at the respective places, at the respective times, at the respective
rates and in the coin or currency, therein and herein prescribed.


 


Section 6.05.      Proceedings
by Trustee. In case of an Event of Default hereunder 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 the Trustee shall deem most effectual to protect
and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted
in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


Section 6.06.      Remedies
Cumulative and Continuing. All powers and remedies given by this Article Six to the Trustee or to the Securityholders of
any series 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 such Securities, 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 such Securities to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair
any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to the Securityholders
of any series may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders
of such series.


 




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Section 6.07.      Direction
of Proceedings and Waiver of Defaults by Securityholders. (a) The holders of a majority in aggregate principal amount
of the Securities of any series 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 Securities of such series; provided, however, that (subject to the provisions of Section 7.01) the Trustee
shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding
so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified.


 


(b)          Prior
to any acceleration or declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate
principal amount of the Securities of such series at the time Outstanding may, on behalf of the holders of all of the Securities
of such series, waive any past default or Event of Default with respect to such series and its consequences except a default in
the payment of interest, if any, on, or the principal of or premium, if any, on any Security of such series, or in the payment
of any sinking fund installment or analogous obligation with respect to Securities of such series, or in respect of a covenant
or provision hereof which under Section 10.02 cannot be modified or amended without the consent of the holder of each Security
affected. Upon any such waiver the Company, the Trustee and the holders of the Securities of that series shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event
of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as
permitted by this Section 6.07(b), said default or Event of Default shall for all purposes of the Securities of such series
and this Indenture be deemed to have been cured and to be not continuing.


 


Section 6.08.      Notice
of Defaults. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of any
series, deliver to all holders of Securities of such series, as the names and addresses of such holders appear upon the registry
books of the Company, notice of all defaults with respect to such series actually known to the Trustee, unless such defaults shall
have been cured or waived before the giving of such notice (the term “defaults” for the purpose of this Section 6.08
being hereby defined to be the events specified in Section 6.01 or established with respect to such Securities as contemplated
by Section 2.02, not including the periods of grace, if any, provided for therein or established with respect to such Securities
as contemplated by Section 2.02 and irrespective of the giving of the notices specified in clauses (d) and (e) of Section 6.01
or established with respect to such Securities as contemplated by Section 2.02); provided, however, that except
in the case of default in the payment of the principal of, premium, if any, or interest, if any, on any of the Securities of such
series or in the making of any sinking fund installment or analogous obligation with respect to such series, the Trustee shall
be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the
interest of the holders of Securities of such series.


 




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Section 6.09.      Undertaking
to Pay Costs. All parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken, omitted or suffered by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.09 shall not apply
(i) to any suit instituted by the Trustee, (ii) to any suit instituted by any holder of Securities of any series or group
of such holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Securities of such series
or (iii) to any suit instituted by any Securityholder for the enforcement of the payment of the principal of, premium, if
any, or interest, if any, on any Security (A) on or after the due date expressed in such Security, (B) on or after the
date fixed for redemption or repayment or (C) after such Security shall have become due by declaration.


 


Article
7

CONCERNING THE TRUSTEE


 


Section 7.01.      Duties
and Responsibilities of Trustee. With respect to the holders of any series of Securities issued hereunder, the Trustee,
prior to the occurrence of an Event of Default with respect to the Securities of such series and after the curing or waiving of
all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred
(which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture with
respect to such series, 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.


 


No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own grossly negligent action, its own negligent failure to act, or its own willful
misconduct, except that


 


(a)          prior
to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all Events
of Default with respect to such series which may have occurred:


 


(1)         the
duties and obligations of the Trustee with respect to the Securities of a series 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


 




    	 	28	 



     


    

 


(2)         in
the absence of bad faith 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 which by any provision 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;


 


(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, omitted or suffered to be taken by it in good faith in accordance
with the direction of the holders of Securities of any series pursuant to Section 6.07 relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to Securities of such series;


 


(d)          whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct of, the liability of or affording
protection to the Trustee for any series of Securities shall be subject to the provisions of this Section 7.01;


 


(e)          the
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company;
and


 


(f)           money
held in trust by the Trustee need not be segregated from other funds except as required by law.


 


None of the provisions of this Indenture shall
be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


The provisions of this Section 7.01 are
in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.


 


Section 7.02.      Reliance
on Documents, Opinions, etc. In furtherance of and subject to the Trust Indenture Act of 1939, and subject
to the provisions of Section 7.01:


 


(a)          the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;


 




    	 	29	 



     


    

 


(b)          any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in
the name of the Company by any one of its Authorized Officers (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified
by the Secretary, an Assistant Secretary or an Attesting Secretary of the Company;


 


(c)          the
Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with such Opinion of Counsel;


 


(d)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee security or indemnity reasonably satisfactory to it against the loss, costs, expenses and liabilities which
might be incurred therein or thereby;


 


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


 


(f)           the
Trustee shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document unless
requested in writing so to do by the holders of a majority in aggregate principal amount of the Securities of any series affected
then Outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs and
expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security conferred upon it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a condition to so proceeding; and the reasonable expense of such investigation
shall be paid by the Company, or, if paid by the Trustee, shall be repaid by the Company upon demand;


 


(g)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(h)          the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or written notice of any event which is in fact such a default or Event of Default is received by the Trustee
at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture;


 


(i)           the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of it capacities hereunder and each agent, custodian and other
Person employed to act hereunder;


 




    	 	30	 



     


    

 


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


 


(k)          the
Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action;


 


(l)           the
Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this
Indenture; and


 


(m)         the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly by circumstances beyond its reasonable control, including, without limitation,
acts of God, earthquakes, fire, flood, terrorism, wars and other military disturbances, sabotage, epidemics, riots, interruptions,
loss or malfunction of utilities or communication services and acts of civil or military authorities and governmental action.


 


Section 7.03.      No
Responsibility for Recitals, etc. The recitals contained herein and in the Securities shall be taken as the statements
of the Company (except in the Trustee’s certificates of authentication), 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 the Securities,
provided that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Indenture.
The Trustee shall not be accountable for the use or application by the Company or any of the Securities or of the proceeds thereof.


 


Section 7.04.      Ownership
of Securities. The Trustee and any agent of the Company or of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities with the same rights it would have if it were not Trustee or such agent.


 


Section 7.05.      Moneys
to be Held in Trust. Subject to the provisions of Sections 12.05 and 12.06 hereof, all moneys received by the Trustee
or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall
be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay
thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time upon the written order of the Company, signed by any one of its Authorized Officers.


 




    	 	31	 



     


    

 


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 reasonable compensation agreed in writing between the Company and the Trustee (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust) and, except as otherwise expressly provided,
the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien
of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction
or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust and its duties
hereunder, including the costs and expenses of defending itself against any claim of liability in the premises. The obligations
of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge
of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.


 


Section 7.07.      Officer’s
Certificate as Evidence. Subject to the provisions of Sections 7.01 and 7.02, 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,
omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered by it under the
provisions of this Indenture upon the faith thereof.


 


Section 7.08.      Indentures
Not Creating Potential Conflicting Interests For The Trustee. The following indenture is hereby specifically described
for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the Securities of
any other series.


 


Section 7.09.      Eligibility
of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the
United States or any state, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject
to supervision or examination by U.S. Federal or State authority and (c) shall have at all times a combined capital and
surplus of not less than fifty million dollars. If such corporation publishes reports of condition at least annually, pursuant
to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.09,
the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner and with the effect specified
in Section 7.10.


 




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The provisions of this Section 7.09 are
in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939.


 


Section 7.10.      Resignation
or Removal of Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with
respect to any one or more or all series of Securities by giving written notice of resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their addresses as they shall appear on the registry books of
the Registrar. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with
respect to the applicable series 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 with respect to any series and have accepted appointment within 60 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 6.09, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.


 


(b)          In
case at any time any of the following shall occur—


 


(1)         the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any
series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide holder of
a Security or Securities of such series for at least six months, or


 


(2)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and Section 310(a) of the Trust
Indenture Act of 1939 with respect to any series of Securities and shall fail to resign after written request therefor by the Company
or by any such Securityholder, or


 


(3)         the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation—


 


then, in any such case, the Company may remove the Trustee with
respect to such series and appoint a successor trustee with respect to such series 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 Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee with respect to such series.


 




    	 	33	 



     


    

 


(c)          The
holders of a majority in aggregate principal amount of the Securities of one or more series (each series voting as a class) or
all series at the time Outstanding may at any time remove the Trustee with respect to the applicable series or all series, as the
case may be, and appoint with respect to the applicable series or all series, as the case may be, a successor trustee by written
notice of such action to the Company, the Trustee and the successor trustee.


 


(d)          Any
resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.


 


(e)          No
predecessor Trustee shall be liable for the acts or omissions of any successor Trustee.


 


Section 7.11.      Acceptance
by Successor Trustee. Any successor trustee appointed as provided in Section 7.10 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 with respect to any or all applicable series 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 with respect
to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor)
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 with respect to such series of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and
confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.06.


 


In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor trustee and each successor
trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall
continue to be vested in the predecessor trustee and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each
such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such trustee.


 




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No successor trustee with respect to a series
of Securities shall accept appointment as provided in this Section 7.11 unless at the time of such acceptance such successor
trustee shall, with respect to such series, be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 7.09.


 


Upon acceptance of appointment by a successor
trustee with respect to any series as provided in this Section 7.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities of such series at their addresses as they shall appear on the registry books of
the Company. If the Company fails to mail such notice within ten days after the acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


Section 7.12.      Succession
by Merger, etc. Any Person into which the Trustee may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder, provided
such Person shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of
Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.


 


In case at the time such successor to the Trustee
shall succeed to the trust created by this Indenture with respect to one or more series of Securities any of such Securities shall
have been authenticated but not delivered, any such successor to the Trustee by merger, conversion or consolidation may adopt the
certificate of authentication of any predecessor trustee and deliver such Security so authenticated; and in case at that time any
of such Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of such successor to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation,
the name of any predecessor hereunder; and in all such cases such certificate shall have the full force which it is anywhere in
such Securities or in this Indenture provided that the certificate of the Trustee shall have.


 


Section 7.13.      Other
Matters Concerning the Trustee. The principal corporate trust office of the Trustee at the date of this Indenture is located
at                                      ; Attn:                                                  .


 


Section 7.14.      Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 2.07, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by U.S. Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent 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 an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.


 




    	 	35	 



     


    

 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage prepaid, to all holders of Securities as their names
and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.


 


If an appointment is made pursuant to this Section,
the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate
of authentication in the following form:


 


“Dated:


 


This is one of the Securities described in the
within-mentioned Indenture.


 


 


 


	 	 	, as Trustee
	 	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory”


 




    	 	36	 



     


    

 


Article
8

CONCERNING THE SECURITYHOLDERS


 


Section 8.01.      Action
of Securityholders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal
amount of the Securities of any or all series 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 by any instrument or any number of instruments of similar
tenor executed by such Securityholders in person or by agent or proxy appointed in writing.


 


Section 8.02.      Proof
of Execution by Securityholders. Subject to the provisions of Sections 7.01 and 7.02, proof of the execution of any
instrument by a Securityholder or his 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 reasonably satisfactory to the Trustee. The ownership of Securities
shall be proved by the registry books of the Registrar.


 


The Company may set a record date for purposes
of determining the identity of holders of Securities of any series entitled to vote or consent to or revoke any action referred
to in Section 8.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or
dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date
of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Securities of any series,
only holders of Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke
such vote or consent.


 


Section 8.03.      Who
Are Deemed Absolute Owners. The Company, the Trustee and any agent of the Company or of the Trustee may deem the person
in whose name any Security shall be registered upon the books of the Company to be, and may treat him as, the owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.04) interest,
if any, on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of
the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Security.


 


No Beneficial Owner of a beneficial interest
in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global
Security, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Security for all purposes whatsoever. None of the Company, the Trustee or any agent of the Company or the Trustee will
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 Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 




    	 	37	 



     


    

 


Section 8.04.      Company-Owned
Securities Disregarded. In determining whether the holders of the requisite aggregate principal amount of Securities have
concurred in any demand, request, notice, direction, consent or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities with respect to which such determination is being made or by any person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on
the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for
the purpose of any such determination; provided, that for the purposes of determining whether the Trustee shall be protected
in conclusively relying on any such demand, request, notice, direction, consent or waiver only Securities which the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which 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 vote such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. 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.


 


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 in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any holder of a Security which is shown by the
evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with
the Trustee at its principal office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns
such Security. Except as aforesaid, any such action taken by the holder of any Security shall be conclusive and binding upon such
holder and upon all future holders of such Security, irrespective of whether or not any notation in regard thereto is made upon
such Security or any Security issued in exchange or substitution therefor.


 


Article
9

[RESERVED]


 


Article
10

SUPPLEMENTAL INDENTURES


 


Section 10.01.    Supplemental
Indentures without Consent of Securityholders. The Company, when authorized by resolution of the Board of Directors, and
the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of
the following purposes:


 


(a)          to
evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof;


 




    	 	38	 



     


    

 


(b)          to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders
of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating
that such covenants are expressly being included for the benefit of such series) as the Board of Directors of the Company and the
Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event
of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture
may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case
of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee
upon such default;


 


(c)          to
add any additional Events of Default (and, if such Events of Default are to be applicable to less than all series of Securities,
stating that such Events of Default are applicable only to specified series);


 


(d)          to
provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only)
and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered
form and to make all appropriate changes for such purpose;


 


(e)          to
establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01
and 2.02;


 


(f)           to
provide for uncertificated debt securities in addition to or in place of certificated debt securities;


 


(g)          to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture which shall not materially adversely affect the interests of the holders
of any Securities; provided, however, that any amendment made solely to conform the provisions of this Indenture
to the description of the Securities contained in the prospectus or other offering document pursuant to which the Securities were
sold will be deemed not to adversely affect the interests of the holders of the Securities as set forth in an Officer’s Certificate;


 


(h)          to
modify or amend this Indenture to permit the qualification of this Indenture or any indentures supplemental hereto under the Trust
Indenture Act of 1939, as amended;


 


(i)           to
add to or change any provision of this Indenture to provide that bearer Securities may be registrable as to principal, to change
or eliminate any restrictions on the payment of principal or premium with respect to registered Securities or of principal, premium
or interest with respect to bearer Securities, or to permit registered Securities to be exchanged for bearer Securities; provided,
however, that any such addition, change or elimination may not materially adversely affect the interests of any holders
of Securities at the time Outstanding nor permit or facilitate the issuance of Securities of any series in uncertificated form;


 




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(j)           to
add guarantees with respect to the Securities of any series or to secure the Securities of any series;


 


(k)          to
evidence and provide for the acceptance of appointment hereunder by a successor or separate trustee with respect to the Securities
of one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11 or pursuant
to Section 2.02(17); and


 


(l)           to
add to, change or eliminate any of the provisions of this Indenture; provided, however, that any such addition, change
or elimination may be effected only when no Outstanding Security of any series created prior to the execution of such supplemental
indenture is entitled to the benefit of such provision.


 


The Trustee is hereby authorized to join with
the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall
not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the
provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the holders of any
of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.


 


Section 10.02.    Supplemental
Indentures with Consent of Securityholders. With the written consent (evidenced as provided in Sections 8.01 and 8.02)
of the holders of a majority in the aggregate principal amount of the Securities of each series (each series voting as a class)
affected by such supplemental indenture at the time Outstanding, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of
the holders of the Securities or each such series; provided, however, that no such supplemental indenture shall (i) change
the stated maturity of principal of, or any installment of principal of or interest on, any Security, (ii) reduce the rate
of or extend the time of payment of interest, if any, on any Security or alter the manner of calculation of interest payable on
any Security (except as part of any remarketing of the Securities of any series, or any interest rate reset with respect thereto
in each case in accordance with the terms thereof), (iii) reduce the principal amount or premium, if any, on any Security,
(iv) make the principal amount or premium, if any, or interest, if any, on any Security payable in any coin or currency other
than that provided in any Security, (v) reduce the percentage in principal amount of Securities of any series the holders
of which are required to consent to any such supplemental indenture or any waiver of any past default or Event of Default pursuant
to Section 6.07(b), (vi) change any place of payment where the Securities of any series or interest thereon is payable,
(vii) impair the right of any holder of a Security to institute suit for any such payment, reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01,
adversely affect the right of repayment, if any, at the option of the holder or extend the time or reduce the amount of any payment
to any sinking fund or analogous obligation relating to any Security, or (viii) modify any provision of Section 6.07(b)
or 10.02 (except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each Security so affected), without, in the case of each of the foregoing clauses (i)
through (viii), the consent of the holder of each Security so affected. A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of the holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series.


 




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Upon the request of the Company, accompanied
by a copy of the resolutions of the Board of Directors authorizing the execution and delivery of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated
to, enter into such supplemental indenture.


 


It shall not be necessary for the consent of
the Securityholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.


 


Section 10.03.    Compliance
with Trust Indenture Act; Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provisions
of this Article Ten shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article Ten, this Indenture shall be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of the Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects
to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 10.04.    Notation
on Securities. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Securities of such series
then Outstanding.


 




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Section 10.05.        Evidence
of Compliance of Supplemental Indenture to be Furnished Trustee. The Trustee, subject to the provisions of Sections 7.01
and 7.02, may receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article Ten and constitutes the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms, subject to customary exceptions and qualifications.


 


Article
11

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 11.01.    Company
May Consolidate, Merge Or Sell Assets on Certain Terms. Nothing contained in this Indenture or in any of the Securities
shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the
Company of any other corporation, or the sale by the Company of its assets as, or substantially as, an entirety, or otherwise;
provided, however, that (a) in case of any such consolidation or merger the corporation resulting from such
consolidation or any corporation other than the Company into which such merger shall be made shall succeed to and be substituted
for the Company with the same effect as if it has been named herein as a party hereto and shall become liable and be bound for,
and shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, the due and punctual payment
of the principal of, premium, if any, and interest, if any, on all the Securities of each series and the Coupons, if any, appertaining
thereto and the performance and observance of each and every covenant and condition of this Indenture on the part of the Company
to be performed or observed, (b) as a condition of any such sale of the assets of the Company as, or substantially as, an
entirety, the corporation to which such assets shall be sold shall (i) expressly assume the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Securities of each series and the Coupons, if any, appertaining
thereto and the performance and observance of all the covenants and conditions of this Indenture on the part of the Company to
be performed or observed and (ii) simultaneously with the delivery to it of the conveyances or instruments of transfer of
such assets, execute and deliver to the Trustee a supplemental indenture thereto, in form satisfactory to the Trustee, whereby
such purchasing corporation shall so assume the due and punctual payment of the principal of, premium, if any, and interest, if
any, on all the Securities of each series and the Coupons, if any, appertaining thereto and the performance and observance of each
and every covenant and condition of this Indenture on the part of the Company to be performed or observed, to the same extent that
the Issuer is bound and liable, (c) the Company is not, or such successor corporation is not, immediately after such merger,
consolidation or sale, in default in the performance of any obligations under this Indenture and (d) deliver an Officer’s
Certificate and Opinion of Counsel that such transaction is permitted by this Indenture and all conditions precedent have been
complied with.


 




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Section 11.02.    Successor
Corporation or Limited Liability Company to be Substituted. In case of any such merger, consolidation or sale, and upon
any such assumption by the successor corporation or limited liability company, such successor corporation or limited liability
company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company,
and the Company shall be relieved of any further obligation under this Indenture and under the Securities. Such successor corporation
or limited liability company thereupon may cause to be signed, and may issue either in its own name or in the name of Amira Nature
Foods Ltd, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Trustee; and, upon the order of such successor corporation or limited liability company, instead of the Company, and subject
to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication,
and any Securities which such successor corporation or limited liability company thereafter shall cause to be signed and delivered
to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.


 


In case of any such merger, consolidation or
sale, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may
be appropriate.


 


Section 11.03.    Documents
to be Given Trustee. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger or sale, and any such assumption,
comply with the provisions of this Article Eleven.


 


Article
12

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 12.01.    Discharge
of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Securities theretofore authenticated
(other than any Securities which shall have been destroyed, lost or stolen or in lieu of or in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07 or
Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in
Section 12.06) and not theretofore cancelled, or (b) all the Securities not theretofore cancelled or delivered to the
Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the Securities
(other than any (i) Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which
other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07
or (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 12.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal, premium,
if any, and interest, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and
if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture
shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof
and interest thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture
or the Securities.


 




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Section 12.02.    Legal
Defeasance. On the 91st day following the deposit referred to in clause (a), the Company will be deemed to have paid
and will be discharged from its obligations in respect of the Securities of the series with respect to which such deposit shall
have been made and the Indenture with respect to such Securities, other than (i) the rights of the Securityholders of Outstanding
Securities of such series to receive, solely from the trust fund described in clause (a), payments in respect of the principal
of and interest on such securities when such payments are due and (ii) its obligations in Article Two and Sections 4.02,
7.06, 7.10, 12.06; and 12.07 provided the following conditions have been satisfied:


 


(a)          The
Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Securityholders of such
series, money sufficient, or U.S. Government Obligations, the principal of and interest on which shall be sufficient, or a
combination thereof sufficient, in the opinion of the Board of Directors of the Company evidenced by a resolution set forth in
an Officer’s Certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of, premium,
if any, and interest, if any, on the Securities of such series to maturity or redemption, as the case may be, provided that any
redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.


 


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


 


(c)          The
Company has delivered to the Trustee either (x) a ruling received from the Internal Revenue Service to the effect that the
holders of the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a
result of the defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the
same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of
the Indenture, to the same effect as the ruling described in clause (x).


 


(d)          The
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance have been complied with.


 


Prior to the end of the 91-day period, none
of the Company’s obligations under the Indenture with respect to the Securities of such series will be discharged. Thereafter,
the Trustee, upon the request and at the cost and expense of the Company, will acknowledge in writing the discharge of the Company’s
obligations under the Securities of such series and the Indenture with respect to such series except for the surviving obligations
specified above.


 




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As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the
payment of which its full faith and credit is pledged or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held
by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of
or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.


 


Section 12.03.    Covenant
Defeasance. After the 91st day following the deposit referred to in clause (a) with respect to the Securities of a
series, the Company’s obligations set forth in the covenant or covenants for such series of Securities established as contemplated
by Section 2.02(20) will terminate, and clauses (d) (to the extent relating to such covenant or covenants), (e) and (h)
of Section 6.01 will no longer constitute Events of Default with respect to the Securities of a series, provided the following
conditions have been satisfied:


 


(a)          the
Company has complied with clauses (a), (b) and (d) of Section 12.02; and


 


(b)          the
Company has delivered to the Trustee an Opinion of Counsel to the effect that the holders of the Securities of such series will
not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject
to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the
case.


 


Except as specifically stated above, none of
the Company’s obligations under the Indenture will be discharged.


 


Section 12.04.    Deposited
Moneys to be Held in Trust by Trustee; Miscellaneous Provisions. All moneys and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to the provisions of Section 12.02 or 12.03 shall be held in trust
and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for payment or redemption of which such moneys or U.S. Government Obligations
have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if
any.


 




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The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to
Section 12.01 or 12.03 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the holders of the Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon request of the Company any money or U.S. Government
Obligations held by it as provided in Section 12.02 or 12.03 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect the legal defeasance or covenant defeasance,
as the case may be, with respect to such Securities.


 


Section 12.05.    Paying
Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture all moneys then held by any paying agent
of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to the Company or paid to the Trustee,
and thereupon such paying agent shall be released from all further liability with respect to such moneys.


 


Section 12.06.    Return
of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee for payment of the principal of, premium, if any,
or interest, if any, on Securities of any series and not applied but remaining unclaimed by the holders of Securities of that series
for two years after the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case
may be, shall have become due and payable, shall be repaid to the Company by the Trustee on written demand; and the holder of any
such Securities shall thereafter look only to the Company for any payment which such holder may be entitled to collect and all
liability of the Trustee with respect to such money shall thereupon cease.


 


Section 12.07.    Reinstatement.
If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 12.01,
12.02 or 12.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Securities will
be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on
any Securities because of the reinstatement of its obligations, it will be subrogated to the rights of the Securityholders of such
Securities to receive such payment from the money or U.S. Government Obligations held in trust.


 


Article
13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 13.01.    Indenture
and Securities Solely Corporate Obligations. No recourse for the payment of the principal of, premium, if any, or interest,
if any, on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security, or because of the
creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issue of the Securities.


 




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Article
14

MISCELLANEOUS PROVISIONS


 


Section 14.01.    Provisions
Binding on Company’s Successors. All the covenants, stipulations, promises and agreements in this Indenture contained
by the Company shall bind its successors and assigns whether so expressed or not.


 


Section 14.02.    Official
Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by
the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company.


 


Section 14.03.    Addresses
for Notices, Notice to Holders, Waiver. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of Securities on the Company may be given or served
by being deposited postage prepaid by first class mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee) to Amira Nature Foods Ltd, 29E, A.U. Tower, Jumeirah Lake Towers, Dubai, United Arab Emirates, Attn:
CEO. Any notice, direction, request or demand by any Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the principal office of the Trustee, addressed to the attention
of its corporate trust office as specified in Section 7.13 hereof.


 


Where this Indenture provides for notice of
holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each holder affected by such event, at its address as it appears in the Security register, not
later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
In any case where notice to holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular holder shall affect the sufficiency of such notice with respect to other holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


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


 




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Section 14.04.    New
York Contract. This Indenture and each Security shall be deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of laws principles
thereof.


 


Section 14.05.    Evidence
of Compliance with Conditions Precedent. 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 stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture
shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in
such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has
been complied with.


 


Section 14.06.    Legal
Holidays. In any case where the date of maturity of interest, if any, on or principal of, or premium, if any, on the Securities
or the date fixed for redemption or repayment of any Security will be in The City of New York, New York, a Saturday, a Sunday,
a legal holiday or a day on which banking institutions are authorized or required by law or executive order to close or remain
closed, then payment of such interest, if any, on or principal of or premium, if any, on the Securities need not be made on such
date but may be made on the next succeeding day not in such city, a Saturday, a Sunday, a legal holiday or a day on which banking
institutions are authorized or required by law or executive order to close or remain closed, with the same force and effect as
if made on the date of maturity or a date fixed for redemption or repayment, and no interest shall accrue for the period from and
after such date.


 


Section 14.07.    Securities
in a Specified Currency other than Dollars. Unless otherwise specified as contemplated by Section 2.02 with respect
to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the holders of a specified
percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time
Outstanding and, at such time, there are Outstanding any Securities of any series which are denominated in a Specified Currency
other than Dollars then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose
of taking such action shall be that amount of Dollars that could be obtained for such amount of such Specified Currency at the
Market Exchange Rate. For purposes of this Section 14.07, Market Exchange Rate shall mean the noon Dollar buying rate in New
York City for cable transfers of the Specified Currency published by the Federal Reserve Bank of New York. If such Market Exchange
Rate is not available for any reason with respect to such Specified Currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New York or such other quotations as the Trustee shall
deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities
of a series denominated in a Specified Currency other than Dollars in connection with any action taken by holders of Securities
pursuant to the terms of this Indenture, including, without limitation, any determination contemplated in Section 6.01(d)
or (e).


 




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All decisions and determination of the Trustee
regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Company and all Securityholders.


 


Section 14.08.    Trust
Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by
operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision
shall control.


 


Section 14.09.    Table
of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections
of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no
way modify or restrict any of the terms or provisions hereof.


 


Section 14.10.    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. This Indenture may be executed by facsimile transmission,
PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original
thereof.


 


Section 14.11.    Separability;
Benefits. In case any one or more of the provisions contained in this Indenture or in the Securities shall for any reason
be held to be invalid, illegal or unenforceable, in any respect, then, to the extent permitted by law, such invalidity, illegality
or unenforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 14.12.    U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably
request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


Nothing in this Indenture or in the Securities,
expressed or implied, shall give to any person, other than the parties hereto and their successors hereunder, and the holders of
the Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 




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


 


	 	AMIRA NATURE FOODS LTD
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	, as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: