Exhibit 4.7


 


 


Form of Indenture


 


MAJESCO ENTERTAINMENT
COMPANY


ISSUER


 


and


 


 


 


INDENTURE TRUSTEE INDENTURE


Dated as of                  ,
       


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

TABLE OF CONTENTS


 


	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 
	Section 1.01 Definitions	1
	Section 1.02 Other Definitions	4
	Section 1.03 Incorporation by Reference of Trust Indenture Act	4
	Section 1.04 Rules of Construction	4
	 	 
	ARTICLE II THE SECURITIES	5
	 	 
	Section 2.01 Issuable in Series	5
	Section 2.02 Establishment of Terms of Series of Securities	5
	Section 2.03 Execution and Authentication	6
	Section 2.04 Registrar and Paying Agent	7
	Section 2.05 Paying Agent to Hold Money in Trust	7
	Section 2.06 Holder Lists	8
	Section 2.07 Transfer and Exchange	8
	Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities	8
	Section 2.09 Outstanding Securities	8
	Section 2.10 Treasury Securities	9
	Section 2.11 Temporary Securities	9
	Section 2.12 Cancellation	9
	Section 2.13 Defaulted Interest	9
	Section 2.14 Global Securities	9
	Section 2.15 CUSIP Numbers	10
	 	 
	ARTICLE III REDEMPTION	11
	 	 
	Section 3.01 Notice to Trustee	11
	Section 3.02 Selection of Securities to be Redeemed	11
	Section 3.03 Notice of Redemption	11
	Section 3.04 Effect of Notice of Redemption	12
	Section 3.05 Deposit of Redemption Price	12
	Section 3.06 Securities Redeemed in Part	12
	 	 
	ARTICLE IV COVENANTS	12


 


    	 



    	 



    
 

	 	Page
	Section 4.01 Payment of Principal and Interest	12
	Section 4.02 SEC Reports	12
	Section 4.03 Compliance Certificate	12
	Section 4.04 Stay, Extension and Usury Laws	12
	 	 
	ARTICLE V SUCCESSORS	13
	 	 
	Section 5.01 When Company May Merge, Etc	13
	Section 5.02 Successor Corporation Substituted	13
	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	13
	 	 
	Section 6.01 Events of Default	13
	Section 6.02 Acceleration of Maturity; Rescission and Annulment	14
	Section 6.03 Collection of Indebtedness and Suits for Enforcement
    by Trustee	14
	Section 6.04 Trustee May File Proofs of Claim	15
	Section 6.05 Trustee May Enforce Claims Without Possession of Securities	15
	Section 6.06 Application of Money Collected	15
	Section 6.07 Limitation on Suits	15
	Section 6.08 Unconditional Right of Holders to Receive Principal
    and Interest	16
	Section 6.09 Restoration of Rights and Remedies	16
	Section 6.10 Rights and Remedies Cumulative	16
	Section 6.11 Delay or Omission Not Waiver	16
	Section 6.12 Control by Holders	16
	Section 6.13 Waiver of Past Defaults	17
	Section 6.14 Undertaking for Costs	17
	 	 
	ARTICLE VII TRUSTEE	17
	 	 
	Section 7.01 Duties of Trustee	17
	Section 7.02 Rights of Trustee	18
	Section 7.03 Individual Rights of Trustee	19
	Section 7.04 Trustee’s Disclaimer	19
	Section 7.05 Notice of Defaults	19
	Section 7.06 Reports by Trustee to Holders	19
	Section 7.07 Compensation and Indemnity	19
	Section 7.08 Replacement of Trustee	20
	Section 7.09 Successor Trustee by Merger, etc	20
	Section 7.10 Eligibility; Disqualification	20
	Section 7.11 Preferential Collection of Claims Against Company	20
	 	 
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	20
	 	 
	Section 8.01 Satisfaction and Discharge of Indenture	20
	Section 8.02 Application of Trust Funds; Indemnification	21
	Section 8.03 Legal Defeasance of Securities of any Series	21
	Section 8.04 Covenant Defeasance	23


 


    	 



    	 



    
 

TABLE OF CONTENTS


continued


 


	 	Page
	Section 8.05 Repayment to Company	23
	Section 8.06 Reinstatement	23
	 	 
	ARTICLE IX AMENDMENTS AND WAIVERS	24
	 	 
	Section 9.01 Without Consent of Holders	24
	Section 9.02 With Consent of Holders	25
	Section 9.03 Limitations	25
	Section 9.04 Compliance with Trust Indenture Act	25
	Section 9.05 Revocation and Effect of Consents	25
	Section 9.06 Notation on or Exchange of Securities	26
	Section 9.07 Trustee Protected	26
	 	 
	ARTICLE X MISCELLANEOUS	26
	 	 
	Section 10.01 Trust Indenture Act Controls	26
	Section 10.02 Notices	26
	Section 10.03 Communication by Holders with Other Holders	27
	Section 10.04 Certificate and Opinion as to Conditions Precedent	27
	Section 10.05 Statements Required in Certificate or Opinion	27
	Section 10.06 Rules by Trustee and Agents	27
	Section 10.07 Legal Holidays	27
	Section 10.08 No Recourse Against Others	27
	Section 10.09 Counterparts	27
	Section 10.10 Governing Laws	27
	Section 10.11 No Adverse Interpretation of Other Agreements	28
	Section 10.12 Successors	28
	Section 10.13 Severability	28
	Section 10.14 Table of Contents, Headings, Etc	28
	Section 10.15 Securities in a Foreign Currency	28
	Section 10.16 Judgment Currency	28
	 	 
	ARTICLE XI SINKING FUNDS	29
	 	 
	Section 11.01 Applicability of Article	29
	Section 11.02 Satisfaction of Sinking Fund Payments with Securities	29
	Section 11.03 Redemption of Securities for Sinking Fund	29


 


    	 



    	 



    

 


	 	MAJESCO ENTERTAINMENT COMPANY 

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, 

dated as of                        ,        	 
	Section 310	(a)(1)	 	7.10
	 	
        (a)(2)

        (a)(3)

        (a)(4)

        (a)(5)
	 	
        7.10

        NOT APPLICABLE

        NOT APPLICABLE

        7.10

	 	(b)	 	7.10
	Section 311	(a)	 	7.11
	
         

         

        Section 312
	
        (b)

        (c)

        (a)
	 	
        7.11

        NOT APPLICABLE

        2.06

	 	(b)	 	10.03
	 	(c)	 	10.03
	Section 313	(a)	 	7.06
	 	(b)(1)	 	7.06
	 	(b)(2)	 	7.06
	 	(c)(1)	 	7.06
	 	(d)	 	7.06
	Section 314	
        (a)

        (b)

        (c)(1)

        
	 	
        4.02, 10.05

        NOT APPLICABLE

        10.04

	
         

         

         

         

         

        Section 315
	
        (c)(2)

        (c)(3)

        (d)

        (e)

        (f)

        (a)

        
	 	
        10.04

        NOT APPLICABLE

        NOT APPLICABLE

        10.05

        NOT APPLICABLE

        7.01

	 	
        (b)

        
	 	7.05
	 	
        (c)

        
	 	7.
	 	
        (d)

        
	 	7.01
	 	
        (e)

        
	 	6.14
	Section 316	
        (a)

        
	 	2.09
	 	
        (a)(1)(a)

        
	 	6.12
	 	
        (a)(1)(b)

        
	 	6.13
	 	
        (b)

        
	 	6.08
	Section 317	
        (a)(1)

        
	 	6.03
	 	
        (a)(2)

        
	 	6.04
	 	
        (b)

        
	 	2.05
	Section 318	
        (a)

        
	 	10.01


 


    	 



    	 



    
 


Indenture
dated as of 
                 ,       between
Majesco Entertainment Company, a Delaware corporation (“Company”), and 
                     ,
a     corporation, as trustee (“Trustee”).





 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


 


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION
BY REFERENCE



 


 


Section 1.01 Definitions.


 


 







    	1



    	 



    

 


“Additional
Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein
or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders.


 


“Affiliate” of
any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings,
the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person,
whether through the ownership of voting securities or by agreement or otherwise.


 


“Agent” means any Registrar, Paying
Agent or Service Agent.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and
procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from
time to time.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall
be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper,
any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication
of such notice.


 


“Bearer” means anyone in possession
from time to time of a Bearer Security.


 


“Bearer Security” means any Security,
including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof.


 


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


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the
certificate and delivered to the Trustee.


 


“Business Day”
means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular
Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized
or required by law, regulation or executive order to close.


 


“Capital Interests”
means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including,
without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or
participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of,
such partnership.


 


“Company” means the party named
as such above until a successor replaces it and thereafter means the successor.


 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal
executive officer, principal financial officer or principal accounting officer.


 


“Company Request”
means a written request signed in the name of the Company by its Chief Executive Officer, Chief Financial Officer or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered.


 


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


 


“Depository” means,
with respect to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities,
the person designated as Depositary for such Series by the Company, which Depository shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to
the Securities of any Series shall mean the Depository with respect to the Securities of such Series.


 


“Discount Security”
means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.02.


 


“Dollars” and “$”
means the currency of The United States of America.


 


“DTC” means the Depository Trust
Company, a New York corporation.


 


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


 


“Foreign Currency” means any currency
or currency unit issued by a government other than the government of The United States of America.


 


“Foreign Government
Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations
of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit
is pledged or (ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government
the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either
case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof.


 



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“GAAP” means
generally accepted accounting principles promulgated by the Financial Accounting Standards Board or by such other entity as the
SEC may designate for that purpose.


 


“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.02
evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in
the name of such Depository or nominee.


 


“Holder” means a person in whose
name a Security is registered or the holder of a Bearer Security.


 


“Indenture” means
this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.


“interest” with respect to any Discount
Security which by its terms bears interest only after Maturity means interest payable after Maturity.


 


“Maturity” when
used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or
such 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.


 


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


 


“Officers’ Certificate”
means a certificate signed by two Officers, one of whom must be the Company’s principal executive officer, principal
financial officer or principal accounting officer.


 


“Opinion of Counsel”
means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company.


 


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


 


“principal” of
a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.


 


“Responsible Officer”
means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of this Indenture
and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities” means the debentures,
notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series” or “Series
of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.01 and 2.02 hereof.


 


“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,
with respect to any person, any corporation, association or other business entity of which more than 50% of the total voting power
of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests (considering
all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person
or one or more of the other Subsidiaries of such person or combination thereof.


 


“TIA” means
the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules and
regulations promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such
date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.


 


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


 


 




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“U.S. Government
Obligations” means securities which are (i) direct obligations of The United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations 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, and which are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by
such custodian for the account of the holder of a depository receipt, 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 depository receipt from any
amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.


 


Section 1.02 Other Definitions.


 


	
         TERM
	DEFINED IN SECTION
	“Bankruptcy Law”	6.01
	“Custodian”	6.01
	“Event of Default”	6.01
	“Judgment Currency”	10.16
	“Legal Holiday”	10.07
	“mandatory sinking fund payment”	11.01
	“Market Exchange Rate”	10.15
	“New York Banking Day”	10.16
	“optional sinking fund payment”	11.01
	“Paying Agent”	2.04
	“Registrar”	2.04
	“Required Currency”	10.16
	“Service Agent”	2.04
	“successor person”	5.01


 


Section 1.03 Incorporation by Reference of Trust
Indenture Act.


 


Whenever this Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms
used in this Indenture have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means
the Securities. 


 


“indenture security holder” means a Holder.


 


“indenture to be qualified” means
this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities
means the Company and any successor obligor upon the Securities.


 


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.


 


Section 1.04 Rules of Construction.


 


Unless the context otherwise requires:


  




    	4



    	 



    

(a) a term has the meaning assigned to it;


 


(b) an accounting term not otherwise defined has
the meaning assigned to it in accordance with generally accepted accounting principles;


 


(c) references to “generally
accepted accounting principles” and “GAAP” shall mean generally accepted accounting principles in effect as of
the time when and for the period as to which such accounting principles are to be applied;


 


(d) “or” is not exclusive;


 


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


 


(f) provisions apply to successive events and transactions.


 


 


ARTICLE II THE SECURITIES


 


Section 2.01 Issuable in Series. The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in
the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time
to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate,
maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series
in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the
Indenture.


 


Section 2.02 Establishment
of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established
(as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.02(b) through 2.02(s) by or pursuant to a Board Resolution, and set forth or determined
in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


(a) the form and title of the Series (which
shall distinguish the Securities of that particular Series from the Securities of any other Series); (b) the price or prices (expressed
as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


 


(c) any limit upon the aggregate
principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series
pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.06);


 


(d) the date or dates on which the principal of the
Securities of the Series is payable;


 


(e) the rate or rates (which
may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited
to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest,
if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall
commence and be payable and any regular record date for the interest payable on any interest payment date;


 


(f) the place or places where the
principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities
of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;


 


(g) if applicable, the period
or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may
be redeemed, in whole or in part, at the option of the Company;


 


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


 


(i) the dates, if any, on
which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders
thereof and other detailed terms and provisions of such repurchase obligations;


 


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


 


(k) if other than the principal
amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02;


 


(l) the currency of denomination
of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible
for overseeing such composite currency;


 


(m) the provisions, if any, relating to any security
provided for the Securities of the Series;


 


(n) any addition to 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 6.02;


 






    	5



    	 



    

 


(o) any addition to or change in the covenants set
forth in Articles IV or V which applies to Securities of the Series;


 


(p) the provisions, if any,
relating to conversion of any Securities of such Series, including, if applicable, the securities into which the Securities are
convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option
of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting
conversion if such Series of Securities are redeemed;


 


(q) whether the Securities
of such Series will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination
terms thereof;


 


(r) any depositaries, interest
rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than
those appointed herein; and


 


(s) any other terms of the Securities of the Series
(which may modify or delete any provision of this Indenture insofar as it applies to such Series).


 


All Securities of any one
Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above,
and, unless otherwise provided in such Board Resolution, a Series may be reopened, without the consent of the Holders, for increases
in the aggregate principal amount of such Series and issuances of additional Securities of such Series.


 


Section 2.03 Execution
and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an
Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security
shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this
Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal
amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in
writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as
provided in Section 2.02 or 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or
Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and
the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying
with Section 10.04 and (c) an Opinion of Counsel complying with Section 10.04. The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that
such action may not be taken lawfully; or (b) if the Trustee’s board of directors or trustees, executive committee or a
trust committee of directors and/or vice- presidents shall determine in good faith that such action would expose the Trustee
to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 






    	6



    	 



    

 


Section 2.04 Registrar and
Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with
respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered
for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address,
and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail
to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and 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 co-registrars, additional paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant
to Section 2.02 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 name or address of any such co-registrar, additional paying agent or additional
service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee
the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent,
as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


Section 2.05 Paying
Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held
by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of
any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by
it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the
Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by
it as Paying Agent.


 






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Section 2.06 Holder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least ten (10) 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 each Series of Securities.


 


Section 2.07 Transfer
and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and
exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for
any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other
than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06).
Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any
Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of
redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such
mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for
redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in
part.


 


Section 2.08 Mutilated, Destroyed, Lost and Stolen
Securities.


 


(a) If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) 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 protected purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and make available for delivery, 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.


 


(b) Upon the issuance
of any new Security under this Section, 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 the
Trustee) connected therewith. Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost
or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the
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 that Series duly issued hereunder. The
provisions of this Section 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.


 


Section 2.09
Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. If a
Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to
it that the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company, a Subsidiary of
the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such
Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and
interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities
have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02.






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Section 2.10 Treasury Securities.
In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request,
demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded,
except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Securities of a Series that the Trustee knows are so owned shall be so disregarded.


 


Section 2.11 Temporary Securities.
Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities
upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the
Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12 Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary
procedures and deliver such canceled Securities to the Company, unless the Company otherwise directs; provided that the Trustee
shall not be required to destroy Securities. The Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation.


 


Section 2.13 Defaulted Interest.
If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the
extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Series on a subsequent
special record date. The Company shall fix the record date and payment date. At least ten (10) days before the record date, the
Company shall mail to the Trustee and to each Holder of the Series a notice that states the record date, the payment date and the
amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14 Global Securities.


 


(a) Terms of Securities.
A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of
a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security
or Securities.


 


(b) Transfer and
Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto,
any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of
Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it
is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a
clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository
registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an
Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing.
Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered
in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the
Global Security with like tenor and terms.


 






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(c) Except as provided in this
Section 2.14(c), a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security
to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by
the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


(d) Legend. Any Global Security issued hereunder
shall bear a legend in substantially the following form:


 


(e) “This Security is
a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or
a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository
or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the
Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 


(f) Acts of Holders. The
Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.


 


(g) Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest,
if any, on any Global Security shall be made to the Holder thereof.


 


(h) Consents, Declaration
and Directions. Except as provided in Section 2.14(g), the Company, the Trustee and any Agent shall treat a person as the Holder
of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written
statement of the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers
or directions required to be given by the Holders pursuant to this Indenture.


 


(i) The Depository or its
nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture
and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer
of such interest shall be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial
interests in a Global Security will not be considered the owners or holders thereof.


 


Section 2.15 CUSIP Numbers
. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in “CUSIP” numbers of which the Company becomes aware.


 


 




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ARTICLE
III


REDEMPTION


 


Section 3.01 Notice to Trustee
. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or
may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and
on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated
to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities,
it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed.


 


Section 3.02 Selection
of Securities to be Redeemed . Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture
or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection
from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions
of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable
in other denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof.
Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of
that Series called for redemption.


 


Section 3.03 Notice of
Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish on
one occasion a notice in an Authorized Newspaper. The notice shall identify the Securities of the Series to be redeemed and shall
state:


 


(i) the redemption date;


 


(ii) the redemption
price;


 


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


 


(iv) that Securities of the Series called for
redemption must be surrendered to the Paying Agent to collect the redemption price; (v) that interest on Securities of the Series
called for redemption ceases to accrue on and after the redemption date;


 


(vi) the CUSIP number, if any; and


 


(vii) any other information
as may be required by the terms of the particular Series or the Securities of a Series being redeemed. At the Company’s request,
the Trustee shall give the notice of redemption in the Company’s name and at its expense.


 


 




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Section 3.04 Effect of
Notice of Redemption. Once notice of redemption is mailed or published as provided in Section 3.03, Securities of a Series
called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not
be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest
to the redemption date; provided that installments of interest whose Stated Maturity is on or prior to the redemption date shall
be payable to the Holders of such Securities (or one or more predecessor Securities) registered at the close of business on the
relevant record date therefor according to their terms and the terms of this Indenture.


 


Section
3.05 Deposit of Redemption Price. On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed
on that date.


 


Section 3.06 Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new
Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


 


ARTICLE
IV


COVENANTS


 


Section 4.01 Payment of
Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it
will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.


 


Section 4.02 SEC Reports.
The Company shall, so long as any of the Securities are outstanding, electronically file with the Commission the annual, quarterly
and other periodic reports that the Company is required to file with the Commission pursuant to Sections 13 and 15(d) of the Exchange
Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of any 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 an Officers’ Certificate).


 


Section 4.03
Compliance Certificate. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating whether or not to
the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms,
provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if
a Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and
status thereof of which they may have knowledge. The Company shall, so long as any of the Securities are outstanding, deliver
to the Trustee, within thirty (30) days after becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with
respect thereto.


 


Section 4.04 Stay, Extension
and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities and
the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law has been enacted.


 


 




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ARTICLE
V


SUCCESSORS


 


Section 5.01 When Company
May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially
all of its properties and assets to, any person (a “successor person”) unless:


 


(a) the Company is the surviving
corporation or the successor person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture; and


 


(b) immediately after giving effect to the transaction,
no Default or Event of Default shall have occurred and be continuing.


 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Section 5.02 Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 5.01, the successor corporation formed by such consolidation or into
or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such
successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance
or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.


 


 





ARTICLE VI


DEFAULTS AND
REMEDIES


 


Section 6.01 Events of Default.





 


“Event of Default,”
wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit
of said Event of Default:


 


(a) default in the payment
of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of
30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to
the expiration of such period of 30 days); or


 


(b) default in the payment of principal of any Security
of that Series at its Maturity; or


 


(c) default in the performance
or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences
of nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included
in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a
period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a written
notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


(d) the Company
pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the
entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) makes an
admission by writing that it is generally unable to pay its debts as the same become due; or


 


(e) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company in an
involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days; or


 






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(f) any other Event of Default
provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or
an Officers’ Certificate, in accordance with Section 2.02(n).


 


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


 


Section 6.02
Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at
the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(d) or (e)), then in
every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities of
that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of
the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all
of the Securities of that Series 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) and accrued and unpaid
interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(d) or (e) shall
occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities
shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or
any Holder. At any time after such a declaration of acceleration with respect to 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 provided, the
Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with respect to Securities
of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have
become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such
rescission shall affect any subsequent Default or impair any right consequent thereon.


 


Section 6.03 Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


The Company covenants that if:


 


(a) 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


 


(b) default is made in the
payment of principal of any Security at the Maturity thereof, then 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 interest
and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and 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 the Company fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be
payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


If
an Event of Default with respect to any 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 most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or
to enforce any other proper remedy.


 






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Section 6.04 Trustee May
File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property
of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and (b) 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 for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting 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.


 


Section 6.05 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, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.


 


Section 6.06 Application of Money Collected.


 


Any money collected by the
Trustee pursuant to this Article 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 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 7.07; and


 


Second:
To the payment of the amounts then due and unpaid for principal of 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, according to the amounts due
and payable on such Securities for principal and interest, respectively; and


 


Third: To the Company.


 


Section 6.07 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 or trustee, or for any other remedy hereunder, unless:


 


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


  




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(b) the Holders of at
least a majority in principal amount of the outstanding Securities of that 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;


 


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


 


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


 


(e) no direction
inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the outstanding Securities of that 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 or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.


 


Section 6.08 Unconditional
Right of Holders to Receive Principal and Interest. 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 interest, if any,
on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.


 


Section 6.09 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.


 


Section 6.10 Rights and
Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities in Section 2.08, 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, to the extent permitted by law, prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11 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 or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section
6.12 Control by Holders. The Holders of a majority in 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:


 


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


 


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


 


 




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(c) subject to the provisions
of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by
a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section 6.13 Waiver of Past
Defaults. The Holders of not less than a majority in 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 (i) in the payment of the principal of or interest on any Security of such Series (provided, however, that the
Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration) or (ii) in respect of a covenant or provision hereof
which 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.


 


Section 6.14
Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding
Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or
interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date).


 


 





ARTICLE VII


TRUSTEE


 


Section 7.01 Duties of Trustee.





 


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


 


(b) Except during the continuance of an Event of
Default:


 


(i) The Trustee need perform only those duties that
are specifically set forth in this Indenture and no others.


 


(ii) In the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements
of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and
Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture.


 


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


 


(i)    This paragraph does not limit the effect of
paragraph (b) of this Section,


 


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


 






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(iii)   the Trustee
shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series
in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of
such Series 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.


 


(d) Every provision of this Indenture that in any
way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(e) The Trustee may refuse
to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity satisfactory
to it against any loss, liability or expense.


 


(f) The Trustee shall not
be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust
by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g) No provision of this Indenture
shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties,
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 is not reasonably assured to it.


 


(h) The Paying Agent, the
Registrar and any Service Agent or authenticating agent shall be entitled to the protections, immunities and standard of care as
are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


 


Section 7.02 Rights of Trustee.


 


(a) The Trustee may rely on
and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed
or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.


 


(b) Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such Officers’ Certificate.


 


(c) The Trustee may act through
agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall
be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depository.


 


(d) The Trustee shall not
be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers,
provided that the Trustee’s conduct does not constitute negligence or bad faith.


 


(e) The Trustee may consult
with counsel, 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 without negligence and in good faith and in reliance thereon.


 


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


 


 




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(g) 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.


 


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


 


(i) The permissive rights of the Trustee enumerated
herein shall not be construed as duties.


 


Section 7.03 Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.04 Trustee’s
Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall
not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement
in the Securities other than its authentication.


 


Section 7.05 Notice of Defaults.
If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to
a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of the Securities of that Series and, if any Bearer
Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within
90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default.
Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee
may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders of that Series.


 


Section 7.06 Reports by
Trustee to Holders. Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Holders, as their names
and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized
Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section 313. A copy
of each report at the time of its mailing to Holders of any Series shall be filed with the SEC and each stock exchange on which
the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed
on any stock exchange.


 


Section 7.07
Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the
Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the
Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee against any
loss, liability or expense (including the cost of defending itself), including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of
its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have
one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply
to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent
of the Trustee through the negligence or bad faith of any such persons. To secure the Company’s payment obligations in
this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected
by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series. When the
Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy
Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this
Indenture.


 






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Section 7.08 Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign with respect to the
Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if:


 


(a) the Trustee fails to comply with Section 7.10;


 


(b) the Trustee is adjudged bankrupt or insolvent
or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


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


 


(d) the Trustee becomes incapable of acting.


 


If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.


 


If a successor Trustee with
respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable
Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for
in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as
Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Holder of each such Series
and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior
to the date of such replacement.


 


Section 7.09 Successor
Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor
Trustee.


 


Section 7.10 Eligibility;
Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and
(5). The Trustee shall comply with TIA Section 310(b).


 


Section 7.11 Preferential
Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


 


ARTICLE VIII


SATISFACTION AND DISCHARGE;
DEFEASANCE


 


Section 8.01 Satisfaction and Discharge of Indenture.


 


 




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This Indenture shall
upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when


 


(a) any of the
following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated
and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been
delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the Trustee for
cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or
(3) 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 has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior
to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04 , 2.05 ,
2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.


 


Section 8.02 Application of Trust Funds; Indemnification.


 


(a) Subject to the provisions
of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign
Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect
of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04,
shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine,
to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received
by the Trustee or analogous payments as contemplated by Sections 8.03 or 8.04.


 


(b) The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations
or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect
of such obligations other than any payable by or on behalf of Holders.


 


(c) The Trustee shall deliver
or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations
or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government
Obligations or Foreign Government Obligations held under this Indenture.


 


Section 8.03 Legal
Defeasance of Securities of any Series. Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to
be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d)
hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be
in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments
acknowledging the same), except as to:


 






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(a) the rights of Holders of
Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of
and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal
or installment of principal or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities
of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities
of such Series; and


 


(b) the provisions of Sections 2.04, 2.05,
2.07, 2.08, 8.02, 8.03 and 8.05; and


 


(c) the rights, powers, trust and immunities of the Trustee hereunder; provided that, the
following conditions shall have been satisfied:


 


(d) with reference to this
Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with
the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars,
cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal
in respect thereof in accordance with their terms, will provide (without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments
in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments
are due;


 


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


 


(f) no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during
the period ending on the 91st day after such date;


 


(g) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had
not occurred;


 


(h) the Company shall have delivered
to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring
the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company;


 


(i) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided
for relating to the defeasance contemplated by this Section have been complied with; and


  




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(j) such defeasance
shall not result in the trust arising from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration
thereunder.


 


Section 8.04 Covenant Defeasance.
Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series,
on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply
with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01
as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or
an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified
in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant
to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect
to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a) with reference to this
Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02 (c)) with the
Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash
in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal
in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be
imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in
the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking
fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking
fund payments are due;


 


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


 


(c) no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during
the period ending on the 91st day after such date;


 


(d) the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not
recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such deposit and covenant defeasance had not occurred;


 


(e) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the covenant defeasance contemplated by this Section have been complied with; and


 


(f) Such defeasance
shall not result in the trust arising from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration
thereunder.


 


Section 8.05 Repayment to
Company. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment
of principal and interest that remains unclaimed for two years, and after such time, Holders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


Section 8.06
Reinstatement. If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of
any series in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture with respect to the Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the
Paying Agent is permitted to apply all such money in accordance with Section 8.01; provided, however, that if the Company has
made any payment of principal of, premium (if any) or interest on any Additional Amounts with respect to any Securities
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the Trustee or the Paying Agent.


 






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ARTICLE
IX


AMENDMENTS AND WAIVERS


 


Section 9.01 Without Consent
of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without
the consent of any Holder:


 


(a) to evidence the succession
of another person to the Company under this Indenture and the Securities and the assumption by any such successor person of the
obligations of the Company hereunder and under the Securities;


 


(b) to add or remove covenants
of the Company 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 for the benefit of such series)
or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests
of the Company;


 


(c) to add any additional Events of Default;


 


(d) 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
bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form;


 


(e) 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 such Security Outstanding;


 


(f) to establish the forms or terms of
the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in
this Indenture;


 


(h) 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;


 


(i) to qualify this Indenture under the Trust Indenture
Act;


 


(j) to provide for uncertificated securities in addition
to certificated securities;


 


(k) to supplement any provisions
of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such
action does not adversely affect the interests of the Holders of Securities of such series or any other series; and


 


(l) 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.


 


 




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Section 9.02 With
Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of the
Holders of at least a majority in 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 offer for the Securities of such
Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series.
Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of
any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the
Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with
respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to
approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company
shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding,
publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any
failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver.


 


Section 9.03
Limitations. Without the consent of each Holder affected, an amendment or waiver may not:


 


(a) reduce the amount of
Securities whose Holders must consent to an amendment, supplement or waiver;


 


(b) reduce the rate of or extend the time for
payment of interest (including default interest) on any Security;


 


(c) reduce the principal or
change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking
fund or analogous obligation;


 


(d) reduce the principal amount of Discount Securities
payable upon acceleration of the maturity thereof;


 


(e) waive a Default or Event
of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the
Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series
and a waiver of the payment default that resulted from such acceleration);


 


(f) make the principal of or interest, if any,
on any Security payable in any currency other than that stated in the Security; (g) make any change in Sections 6.08, 6.13, or
9.03; or


 


(h) waive a redemption payment with respect to any
Security.


 


Section 9.04 Compliance with
Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental
indenture hereto that complies with the TIA as then in effect.


 


Section 9.05
Revocation and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his
Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental
indenture or the date the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each
Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section
9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 






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Section 9.06 Notation on
or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any
Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate
upon request new Securities of that Series that reflect the amendment or waiver.


 


Section 9.07 Trustee Protected.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, in addition to the documents required
by Section 10.04, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


 


ARTICLE
X


MISCELLANEOUS


 


Section 10.01 Trust Indenture
Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or
deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 10.02 Notices.


 


(a) Any notice or communication
by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered
in person or mailed by first-class mail or sent by telecopier transmission addressed as follows:


 


if to the Company:


Majesco Entertainment Company


160 Raritan Center Parkway


Edison, New Jersey 08837


Attention: Chief Counsel


Telephone: (732) 225-8910


Facsimile: (732) 225-5451 if to the Trustee:


[           ]


 


(b) The Company or the Trustee
by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or
communication to a Holder shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if
any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Holder
of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other Series. If
a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether
or not the Holder receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and
each Agent at the same time.


 


(c) Any notice or demand that
by any provision of this Indenture is required or permitted to be given or served by the Company may, at the Company’s written
request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable
to the Trustee) to the date on which such notice must be given or served, be given or served by the Trustee in the name of and
at the expense of the Company.


 


 




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Section 10.03 Communication
by Holders with Other Holders. Holders of any Series may communicate pursuant to TIA Section 312 (b) with other Holders of
that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series.
The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).


 


Section 10.04 Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


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


 


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


 


Section 10.05
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply
with the provisions of TIA Section 314(e) and shall include:


 


(a) a statement that the person making such certificate
or opinion has read such covenant or condition;


 


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


 


(c) a statement that, in the
opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and


 


(d) a statement as to whether or not, in the opinion
of such person, such condition or covenant has been complied with.


 


Section 10.06 Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any
Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 10.07 Legal Holidays.
Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular
Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.


 


Section
10.08 No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities.


 


Section 10.09 Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


Section 10.10 Governing
Laws. This Indenture and the Securities will be governed by, and construed in accordance with, the internal laws of the State
of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of
the State of New York.


 


 




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Section 10.11 No Adverse
Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of
the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12 Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee
in this Indenture shall bind its successor.


 


Section 10.13 Severability.
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.


 


Section
10.14 Table of Contents, Headings, Etc . The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no
way modify or restrict any of the terms or provisions hereof.


 


Section 10.15
Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of
Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding
and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than
Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of
taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such
time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New
York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange
Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or
such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in
currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this
Indenture. All decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative
determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest
error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company and all
Holders.


 


Section 10.16
Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a)
if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of
or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day,
then the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or
not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that
such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.


 



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ARTICLE
XI


SINKING FUNDS


 


Section 11.01
Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of
the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant
to this Indenture. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series
is herein referred to as a “ mandatory sinking fund payment “ and any other amount provided for by the terms of
Securities of such Series is herein referred to as an “ optional sinking fund payment .” If provided for by the
terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by
the terms of the Securities of such Series.


 


Section 11.02
Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver
outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such
sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the
Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the
Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which
the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee
at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.02, the principal amount of Securities of such Series to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying
Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being
held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the
Company.


 


Section 11.03
Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking
fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that
Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to
be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to
pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 3.02 and 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 3.03. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 3.04, 3.05 and 3.06.


 


 




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


 


MAJESCO ENTERTAINMENT COMPANY


 


	By:	 	 


Name:


Title:


 


[       ],


as Trustee


 


	By:	 	 


Name:


Title:


 


 








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