Exhibit 4.4


 


LINDBLAD
EXPEDITIONS HOLDINGS, INC.

as issuer 


and


 


[NAME OF
TRUSTEE],

as trustee


 




    


     


    

 


INDENTURE


Dated as of [_________________] 


 


 


CERTAIN SECTIONS OF THIS INDENTURE

RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

OF THE TRUST INDENTURE ACT OF 1939


 


	
        Trust Indenture
Act Section
	 	INDENTURE Section
	Section 310(a)(1)	 	Section 6.9
	(a)(2)	 	Section 6.9
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	Section 6.8
	 	 	Section 6.10
	Section 311(a)	 	Section 6.13
	(b)	 	Section 6.13
	Section 312(a)	 	Section 7.1
	 	 	Section 7.2
	(b)	 	Section 7.2
	(c)	 	Section 7.2
	Section 313(a)	 	Section 7.3
	(b)	 	Section 7.3
	(c)	 	Section 7.3
	(d)	 	Section 7.3
	Section 314(a)	 	Section 7.4
	(a)(4)	 	Section 10.4
	(b)	 	Not Applicable
	(c)(1)	 	Section 1.2
	(c)(2)	 	Section 1.2
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	Section 1.2
	Section 315(a)	 	Section 6.1
	(b)	 	Section 6.2
	(c)	 	Section 6.1
	(d)	 	Section 6.1
	(e)	 	Section 5.13
	Section 316(a)	 	Section 5.11
	(a)(1)(A)	 	Section 5.2 Section 5.11
	(a)(1)(B)	 	Section 5.12
	(a)(2)	 	Not Applicable
	(b)	 	Section 5.8
	(c)	 	Section 1.4
	Section 317(a)(1)	 	Section 5.3
	(a)(2)	 	Section 5.4
	(b)	 	Section 10.3
	Section 318(a)	 	Section 1.7


 


 



NOTE: This reconciliation and tie shall not, for any purpose,
be deemed to be a part of this Indenture.


 





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TABLE OF CONTENTS


 




	Article
    I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	1.1   Definitions	1
	1.2   Compliance Certificates and Opinions	6
	1.3   Form of Documents Delivered to Trustee	6
	1.4   Acts of Holders; Record Dates	7
	1.5   Notices, Etc., to Trustee and Company	8
	1.6   Notice to Holders; Waiver	9
	1.7   Conflict with Trust Indenture Act	9
	1.8   Effect of Headings and Table of Contents	9
	1.9   Successors and Assigns	9
	1.10   Separability Clause	9
	1.11   Benefits of Indenture	10
	1.12   Governing Law	10
	1.13   Legal Holidays	10
	1.14   No Recourse Against Others	10
	1.15   WAIVER OF JURY TRIAL	10
	1.16   Submission to Jurisdiction	10
	Article
    II SECURITY FORMS	11
	2.1   Forms Generally	11
	2.2   Form of Legend for Global Securities	11
	2.3   Form of Trustee’s Certificate of Authentication	12
	Article
    III THE SECURITIES	12
	3.1   Amount Unlimited; Issuable in Series	12
	3.2   Denominations	15
	3.3   Execution, Authentication, Delivery and Dating	15
	3.4   Temporary Securities	16
	3.5   Registration, Registration of Transfer and Exchange	16
	3.6   Mutilated, Destroyed, Lost and Stolen Securities	18
	3.7   Payment of Interest; Interest Rights Preserved	18
	3.8   Persons Deemed Owners	19
	3.9   Cancellation	19
	3.10   Computation of Interest	19
	3.11   CUSIP Numbers	20
	3.12   Original Issue Discount	20
	Article
    IV SATISFACTION AND DISCHARGE	20
	4.1   Satisfaction and Discharge of Indenture	20
	4.2   Application of Trust Money	21
	Article
    V REMEDIES	21
	5.1   Events of Default	21
	5.2   Acceleration of Maturity; Rescission and Annulment	22
	5.3   Collection of Indebtedness and Suits for Enforcement by Trustee	23
	5.4   Trustee May File Proofs of Claim	23
	5.5   Trustee May Enforce Claims Without Possession of Securities	24
	5.6   Application of Money Collected	24
	5.7   Limitation on Suits	24
	5.8   Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	25
	5.9   Rights and Remedies Cumulative	25



	5.10   Delay or Omission Not Waiver	25
	5.11   Control by Holders	25
	5.12   Waiver of Past Defaults	26
	5.13   Undertaking for Costs	26
	5.14   Waiver of Usury, Stay or Extension Laws	26
	5.15   Restoration of Rights and Remedies	26



 






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	Article
    VI THE TRUSTEE	26
	6.1   Certain Duties and Responsibilities of Trustee	26
	6.2   Notice of Defaults	27
	6.3   Certain Rights of Trustee	27
	6.4   Not Responsible for Recitals or Issuance of Securities	29
	6.5   May Hold Securities	29
	6.6   Money Held in Trust	29
	6.7   Compensation and Reimbursement	29
	6.8   Conflicting Interests	30
	6.9   Corporate Trustee Required; Eligibility	30
	6.10   Resignation and Removal; Appointment of Successor	30
	6.11   Acceptance of Appointment by Successor	31
	6.12   Merger, Conversion, Consolidation or Succession to Business	32
	6.13   Preferential Collection of Claims Against Company	32
	6.14   Appointment of Authenticating Agent	32
	Article
    VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	33
	7.1   Company to Furnish Trustee Names and Addresses of Holders	33
	7.2   Preservation of Information; Communications to Holders	34
	7.3   Reports by Trustee	34
	7.4   Reports by Company	34
	Article
    VIII CONSOLIDATION, MERGER AND SALE OF ASSETS	34
	8.1   Company May Merge or Transfer Assets Only on Certain Terms	34
	8.2   Successor Corporation Substituted	35
	Article
    IX SUPPLEMENTAL INDENTURES	35
	9.1   Supplemental Indentures Without Consent of Holders	35
	9.2   Supplemental Indentures With Consent of Holders	36
	9.3   Execution of Supplemental Indentures	37
	9.4   Effect of Supplemental Indentures	37
	9.5   Conformity with Trust Indenture Act	37
	9.6   Reference in Securities to Supplemental Indentures	38
	Article
    X COVENANTS	38
	10.1   Payment of Principal, Premium, if any, and Interest	38
	10.2   Maintenance of Office or Agency	38
	10.3   Money for Securities Payments to Be Held in Trust	39
	10.4   Statement by Officers as to Default	39
	10.5   Waiver of Certain Covenants	39
	Article
    XI REDEMPTION OF SECURITIES	40
	11.1   Applicability of Article	40
	11.2   Election to Redeem; Notice to Trustee	40
	11.3   Selection by Trustee of Securities to Be Redeemed	40
	11.4   Notice of Redemption	41
	11.5   Deposit of Redemption Price	41
	11.6   Securities Payable on Redemption Date	42
	11.7   Securities Redeemed in Part	42



 






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	Article
    XII SINKING FUNDS	42
	12.1   Applicability of Article	42
	12.2   Satisfaction of Sinking Fund Payments with Securities	43
	12.3   Redemption of Securities for Sinking Fund	43
	Article
    XIII DEFEASANCE AND COVENANT DEFEASANCE	43
	13.1   Company’s Option to Effect Defeasance or Covenant Defeasance	43
	13.2   Defeasance and Discharge	43
	13.3   Covenant Defeasance	44
	13.4   Conditions to Defeasance or Covenant Defeasance	44
	13.5   Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	45
	13.6   Reinstatement	46
	Article
    XIV REPAYMENT AT THE OPTION OF HOLDERS	46
	14.1   Applicability of Article	46
	14.2   Repayment of Securities	46
	14.3   Exercise of Option	46
	14.4   When Securities Presented for Repayment Become Due and Payable	47
	14.5   Securities Repaid in Part	47


 




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INDENTURE, dated as of [_____________________],
between Lindblad Expeditions Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), and [Name of Trustee], a national banking association duly organized and existing
under the laws of the United States, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time to time of its debt securities (herein called the
 “Securities”), to be issued in one or more series as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


 


Article
I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


		1.1	Definitions.



 


For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:


 


(1)               
the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well
as the singular;


 


(2)               
all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;


 


(3)               
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)               
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or a Section, as the case may be, of this Indenture;


 


(5)               
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;


 


(6)               
 “including” means including without limitation;


 


(7)               
 “or” is inclusive;


 


(8)               
references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the
statute referred to;


 


(9)                when
used with respect to any Security, the words “convert,” “converted” and “conversion” are
intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or
other property in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by
Section 3.1, and these words are not intended to refer to any right of the Holder or the Company to exchange such
Security for other Securities of the same series and like tenor pursuant to Section 3.4 Section 3.5, Section 3.6,
Section 9.6 or Section 11.7 or another similar provisions of this Indenture, unless the context otherwise requires;
and references herein to the terms of any Security that may be converted mean such terms as may be specified for such
Security as contemplated in Section 3.1; and


 






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(10)            
unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and
other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not
prohibited by the terms of this Indenture.


 


“Act,” when used with
respect to any Holder, has the meaning specified in Section 1.4.


 


“Affiliate” means, with
respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


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


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities
of one or more series.


 


“Bankruptcy Law” has
the meaning specified in Section 5.1.


 


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


 


“Board Resolution” means
a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.


 


“Business Day” means,
when used with respect to any Place of Payment, unless otherwise specified as contemplated by Section 3.1, any day, other
than a Saturday or Sunday, which is not a day on which banking institutions are authorized or obligated by law or executive order
to close in that Place of Payment.


 


“Commission” means the
U.S. Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


“Company” means the Person
named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request” or
 “Company Order” means a written request or order signed in the name of the Company by an Officer of the Company
(or any Person designated in writing by an Officer of the Company as authorized to execute and deliver Company Requests and Company
Orders), and delivered to the Trustee.


 


“Corporate Trust Office”
means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted (which
office is located as of the date of this Indenture at [Name of Trustee], [Address of Trustee], or at any other time at such other
address as the Trustee may designate from time to time by notice to the Holders).


 


“Covenant Defeasance”
has the meaning specified in Section 13.3.


 




    2


     


    

 


“Custodian” has the meaning
specified in Section 5.1.


 


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


 


“Defaulted Interest”
has the meaning specified in Section 3.7.


 


“Defeasance” has the
meaning specified in Section 13.2.


 


“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 Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.


 


“Event of Default” has
the meaning specified in Section 5.1.


 


“Exchange Act” means
the U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date” has
the meaning specified in Section 1.4.


 


“GAAP” means generally
accepted accounting principles in the United States as in effect from time to time.


 


“Global Security” means
a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 202 (or such
legend as may be specified as contemplated by Section 3.1 for such Securities).


 


“Holder” means a Person
in whose name a Security is registered in the Security Register.


 


“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 3.1.


 


“interest” means, when
used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, interest payable
after Maturity.


 


“Interest Payment Date”
means, when used with respect to any Security, the Stated Maturity of an installment of interest on such Security.


 


“Internal Revenue Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


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


 


“Notice of Default” means
a written notice of the kind specified in Section 5.1.


 


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


 




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“Officer’s Certificate”
means a certificate signed by an Officer of the Company (or any Person designated in writing by an Officer of the Company as authorized
to execute and deliver Officer’s Certificates) and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel (who may be counsel for the Company) and which shall be reasonably acceptable to the Trustee.
The counsel may be an employee of the Company. Opinions of Counsel required to be delivered under this Indenture may have qualifications
customary for opinions of the type required.


 


“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 5.2.


 


“Outstanding” means,
when used with respect to Securities, as of the date of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:


 


(1)               
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(2)               
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)               
Securities as to which Defeasance has been effected pursuant to Section 13.2;


 


(4)               
Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company; and


 


(5)               
Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made
available), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities
as contemplated in Section 3.1;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable
as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the
principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which shall
be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above,
of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is
not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 




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“Paying Agent” means
any Person authorized by the Company to pay the principal of or premium, if any, or interest on any Securities on behalf of the
Company. The Company initially authorizes and appoints the Trustee as the Paying Agent for each series of the Securities.


 


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


 


“Place of Payment” means,
when used with respect to the Securities of any series, the place or places where the principal of and premium, if any, and interest
on the Securities of such series are payable as specified as contemplated by Section 3.1.


 


“Predecessor Security”
means, with respect to any particular Security, every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


“Redemption Date” means,
when used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Price” means,
when used with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date”
means, for the interest payable on any Interest Payment Date on the Securities of any series, the date specified for that purpose
as contemplated by Section 3.1.


 


“Repayment Date” means,
with used with respect to a Security to be repaid at the option of a Holder, the date fixed for such repayment by or pursuant to
this Indenture.


 


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


 


“Securities” has the
meaning specified in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Securities Act” means
the U.S. Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register” and
 “Security Registrar” have the respective meanings specified in Section 3.5.


 


“Special Record Date”
means, for the payment of any Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary” means
a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition,
 “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.


 






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“Successor” has the meaning
specified in Section 8.1 .


 


“Trust Indenture Act”
means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“U.S. Government Obligation”
has the meaning specified in Section 13.4(1).


 


“Vice President” means,
when used with respect to the Company or the Trustee, any vice president, whether or not designated by a number or a word or words
added before or after the title “vice president.”


 


		1.2	Compliance Certificates and Opinions.



 


Upon any application or request by the Company
to the Trustee to take any action under any provision 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, if any,
have been complied with, except that in the case of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate
or opinion need be furnished by the Company.


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.4)
shall include:


 


(1)               
a statement that each individual signing such certificate or opinion has read such covenant or


 


(2)               
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)               
a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary
to enable him or her 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, in the opinion of each such individual, such condition or covenant has been complied with.


 


		1.3	Form of Documents Delivered to Trustee.



 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 




    6


     


    

 


Any certificate or opinion of an Officer
(or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer (or
any such Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which such Officer’s (or such Person’s) certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an Officer or Officers of the Company (or any Person or Persons designated in writing by an Officer of the Company as authorized
to execute and deliver the Securities) stating that the information with respect to such factual matters is in the possession of
the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous. Counsel delivering an Opinion of Counsel may also rely as to factual matters on certificates
of governmental or other officials customary for opinions of the type required.


 


Where any Person
is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


		1.4	Acts of Holders; Record Dates.



 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and, subject to Section 6.1, conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.4.


 


The fact and date of the execution by any
Person of any such instrument or writing may be proved in any manner which the Trustee reasonably deems sufficient. Where such
execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit
shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


The ownership of Securities shall be proved
by the Security Register.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.


 


The Company may set any day as a
record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Sections 1.5 and 1.6.


 






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The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request
to institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.11, in each
case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set
forth in Sections 1.5 and 1.6.


 


With respect to any record date set pursuant
to this Section 1.4, the party hereto which sets such record dates may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If
an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.4, the party hereto which
set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.


 


Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


 


		1.5	Notices, Etc., to Trustee and Company.



 


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


 


(1)               
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office at the location specified in
Section 1.1; or


 


(2)               
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of the Secretary of
the Company at the address of the Company’s principal office specified in writing to the Trustee by the Company and, until
further notice, at Lindblad Expeditions Holdings, Inc., 96 Morton Street, 9th Floor, New York, New York 10014, fax number:
(____) _________________, Attention: ____________________.


 







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


 






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		1.6	Notice to Holders; Waiver.



 


Where this Indenture provides for notice
to 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 such Holder’s 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. Any notice
when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. 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 the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Where this Indenture provides for notice
of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security
(or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier
than the earliest date, if any, prescribed for the giving of such notice.


 


		1.7	Conflict with Trust Indenture Act.



 


If any provision of this Indenture limits,
qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


		1.8	Effect of Headings and Table of Contents.



 


The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


		1.9	Successors and Assigns.



 


All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture
shall bind its successors and assigns, whether so expressed or not.


 


		1.10	Separability Clause.



 


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


 






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		1.11	Benefits of Indenture.



 


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


 


		1.12	Governing Law.



 


This Indenture and the Securities shall
be governed by, and construed in accordance with, the law of the State of New York.


 


		1.13	Legal Holidays.



 


In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity of any Security, or any date on which a Holder has the right to convert such
Holder’s Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section 1.13)) payment of principal and premium, if any, or interest, or the Redemption Price or conversion
of such Security, shall not be made at such Place of Payment on such date, but shall be made on the next succeeding Business Day
at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or Repayment Date,
or at the Stated Maturity, or on such conversion date. No interest shall accrue for the period from and after any such Interest
Payment Date, Redemption Date, Repayment Date, Stated Maturity or conversion date, as the case may be, to the date of such payment.


 


		1.14	No Recourse Against Others.



 


No recourse shall be had for the payment
of principal of, or premium, if any, or interest, if any, on any Security of any series, or for any claim based thereon, or upon
any obligation, covenant or agreement of this Indenture, against any incorporator, shareholder, officer or director, as such, past,
present or future, of the Company or any successor corporation of the Company, either directly or indirectly through the Company
or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement
of any assessment of penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities
of each series are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by,
any incorporator, shareholder, officer or director, past, present or future, of the Company or of any successor corporation of
the Company, either directly or indirectly through the Company or any successor corporation of the Company, because of the incurring
of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities of any series, or to be implied herefrom or therefrom; and that all such personal liability
is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this Indenture
and the issuance of the Securities of each series.


 


		1.15	WAIVER OF JURY TRIAL.



 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.


 


		1.16	Submission to Jurisdiction.



 


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


 






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Article
II

SECURITY FORMS


 


		2.1	Forms Generally.



 


The Securities of each series shall be in
substantially such form or forms as shall be established by or pursuant to a Board Resolution or, subject to Section 3.3,
set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one
or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the Officer (or any Person designated in writing by an Officer
of the Company as authorized to execute and deliver the Securities) executing such Securities, as evidenced by his or her execution
thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.
If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time,
it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate
record of such action shall be delivered at or before the time of issuance of the first Security of such series.


 


The definitive Securities shall be printed,
lithographed or engraved or may be produced in any other manner, all as determined by the Officer (or any Person designated in
writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities, as evidenced
by his or her execution of such Securities.


 


		2.2	Form of Legend for Global Securities.



 


Unless otherwise specified as contemplated
by Section 3.1 for the Securities evidenced thereby or as required by Applicable Procedures, every Global Security authenticated
and delivered hereunder shall bear a legend in substantially the following form:


 


[Insert, if applicable — UNLESS
THIS NOTE 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.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]


 


[Insert, if applicable — THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


 






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		2.3	Form of Trustee’s Certificate of Authentication.



 


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


 


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


 


Dated:


 


	 	 	[Name of Trustee], as Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	Authorized Signatory





 


Article
III

THE SECURITIES


 


3.1               
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) a Board Resolution or pursuant to authority granted by a Board Resolution
and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officer’s Certificate, or (b) 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 Securities of any other
series);


 


(2)               
the limit, if any, on 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 Section 3.4, Section 3.5, Section 3.6, Section 9.6,
Section 11.7 or Section 14.5 and except for any Securities which, pursuant to Section 3.3, are deemed never to have
been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of
such series may from time to time be increased above such amount by a Board Resolution to such effect;


 


(3)               
the price or prices at which the Securities will be sold;


 


(4)               
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(5)               
the date or dates on which the principal and premium, if any, of any Securities of the series is payable or the method used
to determine or extend those dates;


 


(6)                the
rate or rates at which any Securities of the series shall bear interest, if any, or the method by which such rate or rates
shall be determined, the date or dates from which any such interest shall accrue, or the method by which such date or dates
shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date, if
any, for any such interest payable on any Interest Payment Date, or the method by which such date or dates shall be
determined, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day
months, the right, if any, to extend or defer interest payments and the duration of


 






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(7)               
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable,
the place or places where the Securities of such series may be presented for registration of transfer or exchange, the place or
places where notices and demands to or upon the Company in respect of the Securities of such series may be made and the manner
in which any payment may be made;


 


(8)               
the period or periods within which or the date or dates on which, the price or prices at which, the currency or currency
units in which, and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the
option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities
shall be evidenced;


 


(9)               
the obligation or the right, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking
fund, amortization or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price
or prices at which, the currency or currency units in which, and the terms and conditions upon which any Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(10)            
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which
any Securities of the series shall be issuable;


 


(11)            
if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;


 


(12)            
if the amount of principal of or premium, if any, or interest on any Securities of the series may be determined with reference
to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(13)            
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal
of or premium, if any, or interest on any Securities of the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 1.1;


 


(14)            
if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the election of
the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities
are stated to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest
on such Securities as to which such election is made shall be payable, the periods within which or the dates on which and the terms
and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(15)            
if the provisions of Section 4.1 relating to the satisfaction and discharge of this Indenture shall apply to the Securities
of that series; or if provisions for the satisfaction and discharge of this Indenture other than as set forth in Section 4.1
shall apply to the Securities of that series;


 


(16)            
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such
portion shall be determined;


 


(17)            
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities
as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable
upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);


 




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(18)            
if other than by a Board Resolution, the manner in which any election by the Company to defease any Securities of the series
pursuant to Section 13.2 or Section 13.3 shall be evidenced; whether any Securities of the series other than Securities
denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 13.2 or Section 13.3; or,
in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities
of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.2 or Section 13.3 or both
such Sections;


 


(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 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 2.2 and any circumstances in addition
to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 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;


 


(20)            
any addition to, deletion from or change in the Events of Default which applies to any Securities of the series and any
change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 5.2;


 


(21)            
any addition to, deletion from or change in the covenants set forth in Article X which applies to Securities of the series;


 


(22)            
the terms of any right to convert or exchange Securities of such series into any other securities or property of the Company
or of any other corporation or Person, and the additions or changes, if any, to this Indenture with respect to the Securities of
such series to permit or facilitate such conversion or exchange;


 


(23)            
 whether the Securities of the series will be guaranteed by any Person or Persons
and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and,
if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective
guarantors;


 


(24)            
whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such
Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness
of the Company or any guarantor;


 


(25)            
whether the Securities will be issued in a transaction registered under the Securities Act and any restriction or condition
on the transferability of the Securities of such series;


 


(26)            
the exchanges, if any, on which the Securities may be listed; and


 


(27)            
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.1).


 


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 the Board Resolution
referred to above or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.3, set forth,
or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Board
Resolution referred to above and, subject to Section 3.3, set forth, or determined in the manner provided, in the Officer’s
Certificate referred to above or pursuant to authority granted by one or more Board Resolutions or in any such indenture supplemental
hereto with respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without
the consent of any Holder, at any time and from time to time.


 


If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate
setting forth the terms of the series.


 






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		3.2	Denominations.



 


The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.1.
In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


		3.3	Execution, Authentication, Delivery and Dating.



 


The Securities shall be executed on behalf
of the Company by an Officer of the Company (or any Person designated in writing by an Officer of the Company as authorized to
execute and deliver the Securities). The signature of any of these officers on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.


 


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, together with an Officer’s Certificate and a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or
terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions as permitted by Section 2.1 and Section 3.1, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided
with, and, subject to Section 6.1, shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)               
if the form of such Securities has been established by or pursuant to Board Resolution or pursuant to authority granted
by one or more Board Resolutions as permitted by Section 2.1, that such form has been established in conformity with the provisions
of this Indenture;


 


(2)               
 that such Securities, when authenticated by the Trustee and issued and delivered
by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company enforceable in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally,
(ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing.


 


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
materially adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.


 


Notwithstanding the provisions of Section 3.1
and of the preceding paragraph of this Section 3.3, if all Securities of a series are not to be originally issued at one time,
including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by
Section 301, it shall not be necessary to deliver the Officer’s Certificate, Board Resolution or supplemental indenture
otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this
Section 3.3 at or prior to the authentication of each Security of such series if such documents are delivered at or prior
to the authentication upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated the date of
its authentication.


 




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No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.


 


		3.4	Temporary Securities.



 


Pending the preparation of definitive Securities
of any series, the Company may execute, and, upon Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities.


 


If temporary Securities of any series are
issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 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
such series and tenor.


 


		3.5	Registration, Registration of Transfer and Exchange.



 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


Upon surrender for registration of transfer
of any Security of a series at the office or agency of the Company in a Place of Payment for such series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and principal amount.


 


At the option of the Holder, Securities
of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and principal
amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.


 


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


 


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


 






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No service charge shall be made for any
registration of transfer or exchange 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 with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, Section 9.6, Section 11.7 or Section 14.5 not involving any transfer.


 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for
redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


The provisions of clauses (1), (2), (3) and
(4) of this paragraph 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 a nominee thereof or custodian therefor, and each
such Global Security shall constitute a single Security for all purposes of this Indenture.


 


(2)               
Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified
as contemplated by Section 3.1, 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 has notified the Company that it is unwilling or unable or
no longer permitted under applicable law to continue as Depositary for such Global Security, (B) there shall have occurred
and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the Trustee by a Company
Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified
for this purpose as contemplated by Section 3.1.


 


(3)               
Subject to clause (2) above, and subject to such applicable provisions, if any, as may be specified as contemplated
by Section 3.1, 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, whether pursuant to this Section 3.4, Section 3.5, Section 3.6, Section 9.6,
Section 11.7 or Section 14.5 or otherwise, 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.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


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


 




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		3.6	Mutilated, Destroyed, Lost and Stolen Securities.



 


If any mutilated Security is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel
and dispose of such mutilated security in accordance with its customary procedures.


 


If there shall be delivered to the Company
and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Security under
this Section 3.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees
and expenses of the Trustee and its counsel) connected therewith.


 


Every new Security of any series issued
pursuant to this Section 3.6 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of such series duly issued hereunder.


 


The provisions of this Section 3.6
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


 


		3.7	Payment of Interest; Interest Rights Preserved.



 


Except as otherwise provided as contemplated
by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:


 


(1)                The
Company may elect to make payment of any Defaulted Interest payable on Securities of a series to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee
in consultation with the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth
in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).


 






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(2)               
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this
Section 3.7, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


In the case of any Security which is converted
after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity
is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or made available for
payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close
of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case
of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be
payable. Notwithstanding the foregoing, the terms of any Security that may be converted may provide that the provisions of this
paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security.


 


		3.8	Persons Deemed Owners.



 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if
any, and, subject to Section 3.7, any interest on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.


 


		3.9	Cancellation.



 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 3.9, except as expressly permitted by this Indenture. All cancelled Securities
held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the Company a list
of all Securities that have been cancelled from time to time as requested by the Company.


 


		3.10	Computation of Interest.



 


Except as otherwise specified as contemplated
by Section 3.1 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.


 




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		3.11	CUSIP Numbers.



 


The Company in issuing any series of the
Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally in use, and
thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series;
provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in
or omission of such numbers.


 


		3.12	Original Issue Discount.



 


If any of the Securities is an Original
Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar year (1) a written notice
specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original
Issue Discount Securities as of the end of such year and (2) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code.


 


Article
IV

SATISFACTION AND DISCHARGE


 


		4.1	Satisfaction and Discharge of Indenture.



 


This Indenture shall, upon Company Request,
cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving
rights of registration of transfer or exchange of Securities of such series herein expressly provided for), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such
series, when:


 


(1)         either


 


(A)       all Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been mutilated,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 


(B)        all such Securities of such series not theretofore delivered to the Trustee for cancellation


 


		(i)	have become due and payable, or



 


		(ii)	will become due and payable at their Stated Maturity within one year of the date of deposit, or



 


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



 


and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and premium, if any, and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 




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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.7 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive such satisfaction and discharge.


 


		4.2	Application of Trust Money.



 


Subject to the provisions of the last paragraph
of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it,
in accordance with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All
money deposited with the Trustee pursuant to Section 4.1 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted into other property shall be returned to the Company upon Company Request. The Company may direct by a Company
Order the investment of any money deposited with the Trustee pursuant to Section 4.1, without distinction between principal
and income, in (1) United States Treasury securities with a maturity of one year or less or (2) a money market fund that
invests solely in short-term United States Treasury securities (including money market funds for which the Trustee or an affiliate
of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian or sub-custodian, notwithstanding
that (a) the Trustee charges and collects fees and expenses from such funds for services rendered and (b) the Trustee
charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from time to time the
Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified
in clause (1) or (2) of this Section 4.2.


 


Article
V

REMEDIES


 


		5.1	Events of Default.



 


Except as may be otherwise provided pursuant
to Section 3.1 for Securities of any series, an “Event of Default” means, whenever used herein or in a
Security issued hereunder with respect to Securities of any series, any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(1)               
the Company defaults in the payment of any installment of interest on any Security of such series for 30 days after becoming
due;


 


(2)               
the Company defaults in the payment of the principal of or premium, if any, on any Security of such series when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon declaration or otherwise;


 


(3)               
the Company defaults in the performance of, or breaches any of its covenants and agreements in respect of any Security of
such series contained in this Indenture or in the Securities of such series (other than a covenant or agreement, a default in the
performance of which or a breach of which is elsewhere in this Section specifically dealt with or that has expressly been included
in this Indenture solely for the benefit of a series of Securities other than that series), and such default or breach continues
for a period of 90 days after the notice specified below;


 






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(4)         the Company, pursuant to or within the meaning of the Bankruptcy Law (as defined below):


 


(A)              
commences a voluntary case or proceeding;


 


(B)              
consents to the entry of an order for relief against it in an involuntary case or proceeding;


 


(C)              
consents to the appointment of a Custodian (as defined below) of it or for all or substantially all of its property;


 


(D)              
makes a general assignment for the benefit of its creditors;


 


(E)               
files a petition in bankruptcy or answer or consent seeking reorganization or relief;


 


(F)               
consents to the filing of such petition or the appointment of or taking possession by a Custodian; or


 


(G)              
takes any comparable action under any foreign laws relating to insolvency;


 


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


 


(A)              
is for relief against the Company in an involuntary case, or adjudicates the Company insolvent or bankrupt;


 


(B)              
appoints a Custodian of the Company or for all or substantially all of the property of the Company; or


 


(C)              
orders the winding-up or liquidation of the Company (or any similar relief is granted under any foreign laws)


 


and the order or decree remains unstayed and in effect
for 90 days; or


 


(6)         any other Event of Default provided with respect to Securities of such series occurs.


 


The term “Bankruptcy Law”
means Title 11, United States Code, or any similar federal or state or foreign law for the relief of debtors. The term “Custodian”
means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


 


A Default with respect to Securities of
any series under clause (3) of this Section 5.1 shall not be an Event of Default until the Trustee (by written notice
to the Company) or the Holders of at least 25% in aggregate principal amount of the outstanding Securities of such series (by written
notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified
in clause (3) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that
such notice is a “Notice of Default.”


 


		5.2	Acceleration of Maturity; Rescission and Annulment.



 


If an Event of Default with respect to
Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(4) or (5) with
respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the
Securities of such series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof), together with any accrued and unpaid interest
thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration, such principal amount (or specified amount), together with any accrued and unpaid interest
thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.1(4) or (5) with
respect to the Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such
series (or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon
acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together with any accrued and
unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect of the
payment of principal and interest of the Securities of such series shall terminate.


 






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Except as may otherwise be provided pursuant
to Section 3.1 for all or any specific Securities of any series, at any time after such a declaration of acceleration with
respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if:


 


(1)          the Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)              
all overdue interest on all Securities of such series,


 


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


 


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


 


(D)              
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and


 


(2)         all Events of Default with respect to Securities of such series, other than the non-payment of the principal of Securities
of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12.


 


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


 


		5.3	Collection of Indebtedness and Suits for Enforcement by Trustee.



 


The Company covenants that if (1) default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for
a period of 30 days or (2) default is made in the payment of the principal of or premium, if any, on any Security at the Maturity
thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal and premium, if any, and interest and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


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


 


		5.4	Trustee May File Proofs of Claim.



 


In case of any judicial proceeding
relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and
to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in
any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it and
any predecessor Trustee under Section 6.7.


 






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No provision of this Indenture shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


 


		5.5	Trustee May Enforce Claims Without Possession of Securities.



 


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, any predecessor Trustee under Section 6.7, its agents and
counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


		5.6	Application of Money Collected.



 


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


 


FIRST: To the payment of all amounts
due the Trustee under Section 6.7;


 


SECOND: To the payment of the
amounts then due and unpaid for principal of and premium, if any, and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind (other than contractual subordination
agreements pursuant to the Indenture), according to the amounts due and payable on such Securities for principal and premium, if
any, and interest, respectively; and


 


THIRD: To the payment of the remainder,
if any, to the Company.


 


		5.7	Limitation on Suits.



 


No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless:


 


(1)               
 Such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Securities of such series;


 


(2)               
the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)               
such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;


 




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(4)               
the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer
of indemnity; and


 


(5)               
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders
of a majority in aggregate principal amount of the Outstanding Securities of such series;


 


it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such
actions are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all of such Holders.


 


		5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities.



 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and premium, if any, and, subject to Section 3.7, interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be,
and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute suit for
the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without
the consent of such Holder.


 


		5.9	Rights and Remedies Cumulative.



 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


		5.10	Delay or Omission Not Waiver.



 


No delay or omission of the Trustee or of
any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article
V or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


 


		5.11	Control by Holders.



 


The Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series; provided that


 


(1)               
such direction shall not be in conflict with any rule of law or with this Indenture, and


 


(2)               
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 




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5.12      Waiver of Past Defaults.


 


The Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its consequences, except a default


 


(1)               
in the payment of the principal of or premium, if any, or interest on any Security of such series, or


 


(2)               
in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.


 


Upon any such waiver, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture,
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


		5.13	Undertaking for Costs.



 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable
costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section 5.13 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking
or to make such an assessment in any suit instituted by the Company or the Trustee, a suit by a Holder under Section 5.8,
or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities.


 


		5.14	Waiver of Usury, Stay or Extension Laws.



 


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


 


		5.15	Restoration of Rights and Remedies.



 


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


 


Article
VI

THE TRUSTEE


 


		6.1	Certain Duties and Responsibilities of Trustee.



 


(1)         Except during the continuance of an Event of Default with respect to any series of Securities,


 


(A)              
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with
respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the
Trustee with respect to such series; and


 




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(B)              
in the absence of bad faith on its part, the Trustee may rely with respect to the Securities of such series, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; 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 (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).


 


(2)         In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture with respect to the Securities of 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 his or
her own affairs.


 


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


 


(A)              
this Section 6.1(3) shall not be construed to limit the effect of Section 6.1(1);


 


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


 


(C)              
he Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, determined
as provided in Section 1.1, Section 1.4 and Section 5.11, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series; and


 


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


 


(4)               
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1.


 


		6.2	Notice of Defaults.



 


If a Default or an Event of Default occurs
with respect to Securities of any series and is continuing and if it is actually known to the Trustee, the Trustee shall mail to
each Holder of Securities of such series notice of the Default within 90 days after it is known to a Responsible Officer or written
notice of it is received by a Responsible Officer of the Trustee. Except in the case of a Default in payment of principal of or
interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is not opposed to the interests of Holders of Securities of such series.


 


		6.3	Certain Rights of Trustee.



 


Subject to the provisions of Section 6.1:


 


(1)               
the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party
or parties;


 




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(2)               
if so requested by the Trustee, any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution;


 


(3)               
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;


 


(4)               
the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;


 


(5)               
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


 


(6)               
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and
shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 


(7)               
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;


 


(8)               
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to its agents;


 


(9)               
the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(10)            
in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(11)            
in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects
of such occurrences and to resume performance as soon as practicable under the circumstances);


 


(12)            
the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee
shall have actual knowledge thereof or unless written notice of any event which is in fact such a default shall have been received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and


 




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(13)            
the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture.


 


		6.4	Not Responsible for Recitals or Issuance of Securities.



 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.


 


		6.5	May Hold Securities.



 


The Trustee, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Section 6.8 and Section 6.13, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Paying Agent, Security Registrar or such other agent.


 


		6.6	Money Held in Trust.



 


Money held by the Trustee in trust hereunder
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. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.


 


		6.7	Compensation and Reimbursement.



 


The Company agrees


 


(1)               
to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company
and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);


 


(2)               
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall
have been caused by its negligence or willful misconduct, and the Trustee shall provide the Company reasonable notice of any expenditure
not in the ordinary course of business; and


 


(3)               
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence
or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


 


The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.1(4) or (5), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable federal or state bankruptcy, insolvency or other similar law.


 


The Trustee shall have a lien prior to the
Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 6.7, except with respect to funds held in trust for the benefit of the Holders of Securities.


 




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The provisions of this Section 6.7
shall survive the termination of this Indenture and the resignation or removal of the Trustee.


 


		6.8	Conflicting Interests.



 


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


 


To the extent permitted by the Trust Indenture
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect
to Securities of more than one series.


 


		6.9	Corporate Trustee Required; Eligibility.



 


There shall at all times be one (and only
one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more
other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of Manhattan, The City of New York
or any other major city in the United States that is acceptable to the Company. If any such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this
Section 6.9 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published. If at
any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions
of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI.


 


		6.10	Resignation and Removal; Appointment of Successor.



 


No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving
of such notice of resignation, the resigning Trustee, at the expense of the Company, may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities
of such series, upon written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of removal, the Trustee being removed, at the expense of the Company, may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.


 


If at any time:


 


(1)               
the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months, or


 


(2)               
the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by
the Company or by any such Holder, or


 




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


 


then, in any such case, (A) the Company may remove the
Trustee with respect to all Securities or (B) subject to Section 5.13, Holders of 10% in aggregate principal amount of
Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, Holders of 10% in aggregate principal amount of Securities of any series
who have been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


		6.11	Acceptance of Appointment by Successor.



 


In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee a written instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver a written instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder.


 


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 retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) 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; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates.


 






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Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI.


 


		6.12	Merger, Conversion, Consolidation or Succession to Business.



 


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


 


		6.13	Preferential Collection of Claims Against Company.



 


If and when the Trustee shall be or become
a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor)


 


		6.14	Appointment of Authenticating Agent.



 


The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.6, 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 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 6.14, 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 6.14 such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.


 






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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 all or substantially all
of the corporate agency or corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder,
provided such corporation shall be otherwise eligible under this Section 6.14, 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 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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 6.14.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 6.14.


 


If an appointment with respect to one or
more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in addition to
the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 


	Dated: __________________	 	[Name of Trustee],
	 	 	As Trustee
	 	 	 	 
	 	 	By: 	

	 	 	As Authenticating Agent
	 	 	 	                               
	 	 	By:	

	 	 	Authorized Officer


 


Article
VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE

AND COMPANY


 


7.1               
Company to Furnish Trustee Names and Addresses of Holders.


 


If the Trustee is not the Security Registrar,
the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least five Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders of Securities of each series.


 




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		7.2	Preservation of Information; Communications to Holders.



 


The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with
other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.


 


		7.3	Reports by Trustee.



 


Within 60 days after each May 15, beginning
in 2021, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act. The Trustee shall promptly deliver to the Company a copy of any report it delivers
to Holders pursuant to this Section 7.3.


 


A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any,
upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange or automated quotation system or delisted therefrom.


 


		7.4	Reports by Company.



 


So long as the Securities of any series
are outstanding, the Company shall:


 


(1)               
furnish to the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company files with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; provided, however, that any such information, document or report filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system or any successor thereto shall be deemed to be filed
with the Trustee; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing
has occurred; and


 


(2)               
comply with the other provisions of Section 314(a) of the Trust Indenture Act.


 


Provided that, the 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).


 


Article
VIII

CONSOLIDATION, MERGER

AND SALE OF ASSETS


 


		8.1	Company May Merge or Transfer Assets Only on Certain Terms.



 


The Company shall not consolidate with or
merge with or into, or sell, transfer, lease or convey all or substantially all of its properties and assets to, in one transaction
or a series of related transactions, any other Person, unless:


 




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(1)               
the Company shall be the continuing entity, or the resulting, surviving or transferee Person (the “Successor”)
shall be a Person (if such Person is not a corporation, then the Successor shall include a corporate co-issuer of the Securities)
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor
(if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and, for each
Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with
its terms;


 


(2)               
immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
and


 


(3)               
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such transaction and such supplemental indenture, if any, complies with this Indenture (except that such Opinion of Counsel need
not opine as to clause (2) above).


 


		8.2	Successor Corporation Substituted.



 


The Successor shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor had been
an original party to this Indenture, and the Company shall be released from all its liabilities and obligations under this Indenture
and the Securities.


 


Article
IX

SUPPLEMENTAL INDENTURES


 


9.1          Supplemental Indentures Without Consent of Holders.


 


Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1)               
to add to the covenants for the benefit 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 solely for the
benefit of such series) or to surrender any right or power herein conferred upon the Company;


 


(2)               
to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company pursuant to Article VIII;


 


(3)               
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series);


 


(4)               
to add one or more guarantees for the benefit of Holders of the Securities;


 


(5)               
to secure the Securities;


 


(6)               
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11;


 


(7)               
subject to any limitations established pursuant to Section 3.1, to provide for the issuance of additional Securities
of any series;


 




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(8)               
to establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1;


 


(9)               
to comply with the rules of any applicable Depositary;


 


(10)            
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities in uncertificated form;


 


(11)            
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security
described in clause (A)(i) Outstanding;


 


(12)            
to cure any ambiguity, to correct or supplement any provision of this Indenture which may be defective or inconsistent with
any other provision herein;


 


(13)            
to change any other provision under this Indenture; provided that such action pursuant to this clause (13) shall
not adversely affect the interests of the Holders of Securities of any series in any material respect;


 


(14)            
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Section 4.1, Section 13.2 and Section 13.3; provided that
any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities
in any material respect;


 


(15)            
to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities
may be listed or traded; and


 


(16)            
to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance
with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of
any Holder of Securities in any material respect.


 


		9.2	Supplemental Indentures With Consent of Holders.



 


With the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture
(including consents obtained in connection with a tender offer or exchange for Securities), by Act of said Holders delivered to
the Company and the Trustee, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby:


 


(1)               
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security;


 


(2)               
reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security
or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2,
or reduce the rate of interest on any Security;


 


(3)               
reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed;


 


(4)               
change the coin or currency in which the principal of or premium, if any, or interest on any Security is payable;


 




    36


     


    

 


(5)               
impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date);


 


(6)               
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;


 


(7)               
modify any of the provisions of this Section 9.2, Section 5.12 or Section 10.5, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes
in this Section 9.2 and Section 10.5, or the deletion of this proviso, in accordance with the requirements of Section 6.11
and Section 9.1(6); or


 


(8)               
if the Securities of any series are convertible into or for any other securities or property of the Company, make any change
that adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 9.1)
or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase
is permitted by the terms of such Security.


 


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.


 


It shall not be necessary for any Act of
Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 


After a supplemental indenture under this
Section 2 becomes effective, the Company shall mail to the Trustee a notice briefly describing such supplemental indenture
or a copy of such supplemental indenture and the Trustee shall mail such notice or supplemental indenture to Section 9.2 Holders
affected thereby. Any failure of the Company to mail such notice, or any defect therein, or any failure of the Company to mail
such supplemental indenture, shall not in any way impair or affect the validity of any such supplemental
indenture.


 


		9.3	Execution of Supplemental Indentures.



 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and, subject to Section 6.1, shall be fully protected in relying
upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and that all conditions precedent in this Indenture to the execution of such supplemental indenture,
if any, have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


		9.4	Effect of Supplemental Indentures.



 


Upon the execution of any supplemental indenture
under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part
of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


		9.5	Conformity with Trust Indenture Act.



 


Every supplemental indenture executed pursuant
to this Article IX shall conform to the requirements of the Trust Indenture Act.


 




    37


     


    

 


		9.6	Reference in Securities to Supplemental Indentures.



 


Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


 


Article
X

COVENANTS


 


		10.1	Payment of Principal, Premium, if any, and Interest.



 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest on
the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be
considered paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent
(or, if the Company or any of its Subsidiaries is the Paying Agent, the segregated account or separate trust fund maintained by
the Company or such Subsidiary pursuant to Section 10.3) holds in accordance with this Indenture money sufficient to pay all
principal and interest then due.


 


The Company shall pay interest on overdue
principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the
same rate to the extent lawful as provided in Section 3.7.


 


Notwithstanding anything to the contrary
contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal
or interest payments hereunder.


 


		10.2	Maintenance of Office or Agency.



 


The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of such series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered
for conversion, and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee; and such required office or agency in New York, New York shall be at an office of the Trustee located
at 101 Barclay Street, Floor 4W, New York, New York 10286, Attention: Corporate Trust Administration. The Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency.


 


With respect to any Global Security,
and except as otherwise may be specified for such Global Security as contemplated by Section 3.1, the Corporate Trust
Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or
for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; and such Place
of Payment with respect to a Global Security in New York, New York shall be at an office of the Trustee located at 101
Barclay Street, Floor 4W, New York, New York 10286, Attention: Corporate Trust Administration; provided, however,
that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary
for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance
with the provisions of this Indenture.


 






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		10.3	Money for Securities Payments to Be Held in Trust.



 


If the Company shall at any time act as
its own Paying Agent with respect to any series of Securities, it will, on or before each due date for the principal of or premium,
if any, or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of such
Securities a sum sufficient to pay the principal and premium, if any, and interest so becoming due until such sums shall be paid
to such Holders or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, no later than 11:00 a.m. (New York City time) on each due date for the principal
of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.3, that such Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities
and shall notify the Trustee in writing of any default by the Company in making any such payment.


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to any applicable abandoned property
law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of or premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease.


 


		10.4	Statement by Officers as to Default.



 


The Company shall deliver to the Trustee
within 120 days after the end of each fiscal year of the Company ending after the date hereof an Officer’s Certificate signed
by its principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the
best knowledge of such officer, the Company is in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company
shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.


 


		10.5	Waiver of Certain Covenants.



 


Except as otherwise specified as
contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any
series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 301(21), Section 9.1(1) or Section 9.1(8) for the benefit of the Holders of such series,
if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and
effect.


 






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Article
XI

REDEMPTION OF SECURITIES


 


		11.1	Applicability of Article.



 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for such Securities) in accordance with this Article XI.


 


		11.2	Election to Redeem; Notice to Trustee.



 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated
by Section 3.1 for such Securities. In case of any redemption at the election of the Company of the Securities of any series
(including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date,
of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or condition.


 


		11.3	Selection by Trustee of Securities to Be Redeemed.



 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date, from the Outstanding Securities of such series not previously called for redemption, by lot or, in the case of
Global Securities, pursuant to applicable Depositary procedures; provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such
Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with
the preceding sentence.


 


If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been
converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.


 


The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption
as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the three preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole
or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 




    40


     


    

 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall
not be included in the Securities selected for redemption.


 


		11.4	Notice of Redemption.



 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed or otherwise in accordance with the Applicable Procedures not less than 15 nor more than 60 days
prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 3.1 for Securities of
a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register.


 


All notices of redemption shall identify
the Securities to be redeemed and shall state:


 


(1)               
the Redemption Date;


 


(2)               
the Redemption Price (or the method of calculating such price);


 


(3)               
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed,
the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities
to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed,
the principal amount of the particular Security to be redeemed;


 


(4)               
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and,
if applicable, that interest thereon will cease to accrue on and after said date;


 


(5)               
the place or places where each such Security is to be surrendered for payment of the Redemption Price;


 


(6)               
for any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert
the Security to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion;


 


(7)               
that the redemption is for a sinking fund, if such is the case; and


 


(8)               
if applicable, the CUSIP numbers of the Securities of such series; provided, however, that no representation
will be made as to the correctness or accuracy of the CUSIP number, or any similar number, if any, listed in such notice or printed
on the Securities.


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request (which may be rescinded
or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the
name and at the expense of the Company. The notice, if sent in the manner herein provided, shall be conclusively presumed to have
been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or otherwise in accordance
with the Applicable Procedures or any defect in the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of any other Securities.


 


		11.5	Deposit of Redemption Price.



 


By no later than 11:00 a.m. (New York
City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the
series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than
Securities or portions of Securities called for redemption which are owned by the Company or a Subsidiary and have been
delivered by the Company or such Subsidiary to the Trustee for cancellation. All money, if any, earned on funds held by the
Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company any money
deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued
interest, if any, on, all Securities to be redeemed.


 






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If any Security called for redemption is
converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.7 or in the terms of such Security) be paid to the Company upon Company Request
or, if then held by the Company, shall be discharged from such trust.


 


		11.6	Securities Payable on Redemption Date.



 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 3.7; provided further that, unless otherwise specified as contemplated by Section 3.1, if the Redemption
Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable
to the Holder of the redeemed Securities registered on the relevant Regular Record Date.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security.


 


		11.7	Securities Redeemed in Part.



 


Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.


 


Article
XII

SINKING FUNDS


 


		12.1	Applicability of Article.



 


The provisions of this Article XII shall
be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated
by Section 3.1 for such Securities.


 


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


 






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		12.2	Satisfaction of Sinking Fund Payments with Securities.



 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a 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, in each case in satisfaction of all or any
part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee
at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.


 


		12.3	Redemption of Securities for Sinking Fund.



 


Not less than 60 days (or such shorter period
as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to
the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant
to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Securities
to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 11.3 and the Company
shall cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Section 11.6 and Section 11.7.


 


Article
XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


		13.1	Company’s Option to Effect Defeasance or Covenant Defeasance.



 


Unless otherwise provided as contemplated
by Section 3.1, Section 13.2 and Section 13.3 shall apply to all Securities or each series of Securities, as the
case may be, in either case, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable
requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article XIII;
and the Company may elect, at its option at any time, to have Section 13.2 and Section 13.3 applied to any Securities
or any series of Securities, as the case may be, pursuant to such Section 13.2 or Section 13.3, in accordance with any
applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article
XIII. Any such election to have or not to have Section 13.2 and Section 13.3 apply, as the case may be, shall be evidenced
by a Board Resolution, Officer’s Certificate or in another manner specified as contemplated by Section 3.1 for such
Securities.


 


		13.2	Defeasance and Discharge.



 


Upon the Company’s exercise of
its option, if any, to have this Section 13.2 applied to any Securities or any series of Securities, as the case may be,
or if this Section 13.2 shall otherwise apply to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this
Section 13.2 on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called
 “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described
in Section 13.4 and as more fully set forth in such Section 13.5, payments in respect of the principal of and
premium, if any, and interest on such Securities when payments are due, (2) the Company’s obligations with respect
to such Securities under Section 3.4, Section 3.5, Section 3.6, Section 10.2 and Section 10.3,
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII. Subject
to compliance with this Article XIII, the Company may exercise its option, if any, to have this Section 13.2 applied to
the Securities of any series notwithstanding the prior exercise of its option, if any, to have Section 13.3 applied to
such Securities.


 






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		13.3	Covenant Defeasance.



 


Upon the Company’s exercise of its
option, if any, to have this Section 13.3 applied to any Securities or any series of Securities, as the case may be, or if
this Section 13.3 shall otherwise apply to any Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under any covenants provided pursuant to Section 3.1(21), Section 9.1(1) or Section 9.1(8)
for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section 5.1(3) and
Section 5.1(6) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as
provided in this Section 13.3 on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter
called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason
of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


 


		13.4	Conditions to Defeasance or Covenant Defeasance.



 


The following shall be the conditions to
the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:


 


(1)               
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies
the requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article XIII applicable to it)
as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide money in
an amount, or (C) a combination thereof, in each case sufficient, in the opinion of an independent public accountant or financial
advisor expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest
on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. 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 the full faith and credit of the United States of America 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) 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.


 


(2)                In
the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has
been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.


 






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(3)               
In the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)               
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities
nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)               
No Default or Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing
at the time of such deposit or, insofar as Sections 5.1(4) or 5.1(5) are concerned, at any time on or prior to the 90th day after
the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).


 


(6)               
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any
other material agreement or instrument to which the Company is a party or by which it is bound.


 


(7)               
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with (in each case, subject
to the satisfaction of the condition in clause (5)).


 


Before or after a deposit, the Company may
make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article XI.


 


13.5            
Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section 13.5 and Section 13.6, the Trustee and any such other trustee
are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of any Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and premium, if any, and interest,
but money so held in trust need not be segregated from other funds except to the extent required by law.


 


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 13.4 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 Outstanding Securities; provided that the Trustee shall be entitled to charge
any such tax, fee or other charge to such Holder’s account.


 


Anything in this Article XIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 13.4 with respect to any Securities which are in excess of the amount thereof
which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.


 




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		13.6	Reinstatement.



 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article XIII with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.2 or Section 13.3
shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with
respect to such Securities in accordance with this Article XIII; provided, however, that (a) if the Company
makes any payment of principal of or premium, if any, or interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights, if any, of the Holders of such Securities to receive such payment from the money
so held in trust and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental
authority, the Trustee or Paying Agent shall return all such money and U.S. Government Obligations to the Company promptly after
receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and continues
to be in effect.


 


Article
XIV

REPAYMENT AT THE OPTION OF HOLDERS


 


		14.1	Applicability of Article.



 


Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except
as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance with this Article XIV.


 


		14.2	Repayment of Securities.



 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid
at a price equal to the principal amount thereof and premium, if any, thereon, together with interest thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 10.3) an amount of money sufficient to pay the principal (or, if so provided by the terms of the Securities
of any series, a percentage of the principal) of, the premium, if any, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date.


 


		14.3	Exercise of Option.



 


Securities of any series subject to repayment
at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities.
To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment”
form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing),
must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance
with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination
for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for
the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount
of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment,
the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series
of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.


 




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		14.4	When Securities Presented for Repayment Become Due and Payable.



 


If Securities of any series providing for
repayment at the option of the Holders thereof shall have been surrendered as provided in this Article XIV and as provided by or
pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest. Upon surrender of any such Security for repayment in accordance with such provisions,
the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest and/or premium,
if any, to (but excluding) the Repayment Date; provided, however, that, unless otherwise specified as contemplated
by Section 3.1, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable
(but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 3.7.


 


If the principal amount of any Security
surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any,
thereon accrued to such Repayment Date) and any premium shall, until paid, bear interest from the Repayment Date at the rate of
interest or yield to maturity (in the case of Original Issue Discount Securities) set forth in such Security.


 


14.5            
Securities Repaid in Part.


 


Upon surrender of any Security which is
to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Security or Securities of the same series, of any authorized denomination
specified by the Holder, in a principal amount equal to and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.


 


* * *


 


This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


 


[Signature page follows] 


 




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


 


 


	 	LINDBLAD EXPEDITIONS HOLDINGS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	[____________________________],
	 	as Trustee
	 	 
	 	 
	 	By:	                                     
	 	Name:
	 	Title: