Exhibit 4.2


 










 



 







GULFPORT ENERGY CORPORATION,


 


AS ISSUER


 


AND


 


THE SUBSIDIARY GUARANTORS NAMED HEREIN,

AS SUBSIDIARY GUARANTORS


 


TO


 


[TRUSTEE’S NAME],

AS TRUSTEE


 


SUBORDINATED INDENTURE


 


DATED AS OF _______________, 20__


 


 


 


 



 




    	 



    	 



    

 


TABLE OF CONTENTS


 





	GULFPORT ENERGY CORPORATION	v
	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	1
	SECTION 101	Definitions.	1
	SECTION 102	Compliance Certificates and Opinions.	7
	SECTION 103	Form of Documents Delivered to Trustee.	8
	SECTION 104	Acts of Holders; Record Dates.	8
	SECTION 105	Notices, Etc., to Trustee and Company.	10
	SECTION 106	Notice to Holders; Waiver.	11
	SECTION 107	Conflict with Trust Indenture Act.	11
	SECTION 108	Effect of Headings and Table of Contents.	11
	SECTION 109	Successors and Assigns.	12
	SECTION 110	Separability Clause.	12
	SECTION 111	Benefits of Indenture.	12
	SECTION 112	Governing Law.	12
	SECTION 113	Legal Holidays.	12
	SECTION 114	No Recourse Against Others.	12
	 	 
	ARTICLE TWO SECURITY FORMS 	13
	SECTION 201	Forms Generally.	13
	SECTION 202	Form of Face of Security.	13
	SECTION 203	Form of Reverse of Security.	15
	SECTION 204	Form of Subsidiary Guarantee.	19
	SECTION 205	Form of Legend for Global Securities.	21
	SECTION 206	Form of Trustee’s Certificate of Authentication.	21
	SECTION 207	Form of Conversion Notice.	22
	 	 
	ARTICLE THREE THE SECURITIES 	23
	SECTION 301	Amount Unlimited; Issuable in Series.	23
	SECTION 302	Denominations.	25
	SECTION 303	Execution, Authentication, Delivery and Dating.	26
	SECTION 304	Temporary Securities.	27
	SECTION 305	Registration, Registration of Transfer and Exchange.	28
	SECTION 306	Mutilated, Destroyed, Lost and Stolen Securities.	29
	SECTION 307	Payment of Interest; Interest Rights Preserved.	30
	SECTION 308	Persons Deemed Owners.	31
	SECTION 309	Cancellation.	31
	SECTION 310	Computation of Interest.	32
	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE 	32
	 	 	 
	SECTION 401	Satisfaction and Discharge of Indenture.	32
	SECTION 402	Application of Trust Money.	33
	 	 	 


 






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	ARTICLE FIVE REMEDIES 	34
	 	 
	SECTION 501	Events of Default.	34
	SECTION 502	Acceleration of Maturity; Rescission and Annulment.	35
	SECTION 503	Collection of Indebtedness and Suits for Enforcement by Trustee.	36
	SECTION 504	Trustee May File Proofs of Claim.	37
	SECTION 505	Trustee May Enforce Claims Without Possession of Securities.	37
	SECTION 506	Application of Money Collected.	38
	SECTION 507	Limitation on Suits.	38
	SECTION 508	Unconditional Right of Holders to Receive Principal, Premium and Interest.	39
	SECTION 509	Restoration of Rights and Remedies.	39
	SECTION 510	Rights and Remedies Cumulative.	39
	SECTION 511	Delay or Omission Not Waiver.	39
	SECTION 512	Control by Holders.	40
	SECTION 513	Waiver of Past Defaults.	40
	SECTION 514	Undertaking for Costs.	40
	SECTION 515	Waiver of Usury, Stay or Extension Laws.	40
	 	 
	ARTICLE SIX THE TRUSTEE 	41
	 	 	 
	SECTION 601	Certain Duties and Responsibilities.	41
	SECTION 602	Notice of Defaults.	41
	SECTION 603	Certain Rights of Trustee.	41
	SECTION 604	Not Responsible for Recitals or Issuance of Securities.	42
	SECTION 605	May Hold Securities.	42
	SECTION 606	Money Held in Trust.	42
	SECTION 607	Compensation and Reimbursement.	43
	SECTION 608	Conflicting Interests.	43
	SECTION 609	Corporate Trustee Required; Eligibility.	43
	SECTION 610	Resignation and Removal; Appointment of Successor.	43
	SECTION 611	Acceptance of Appointment by Successor.	45
	SECTION 612	Merger, Conversion, Consolidation or Succession to Business.	46
	SECTION 613	Preferential Collection of Claims Against Company and Subsidiary Guarantors.	46
	SECTION 614	Appointment of Authenticating Agent.	46
	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	48
	 	 	 
	SECTION 701	Company to Furnish Trustee Names and Addresses of Holders.	48
	SECTION 702	Preservation of Information; Communications to Holders.	48
	SECTION 703	Reports by Trustee.	48
	SECTION 704	Reports by Company and Subsidiary Guarantors.	49
	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 	49
	 	 	 
	SECTION 801	Company May Consolidate, Etc., Only on Certain Terms.	49


 






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	SECTION 802	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.	50
	SECTION 803	Successor Substituted.	50
	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES 	51
	 	 	 
	SECTION 901	Supplemental Indentures Without Consent of Holders.	51
	SECTION 902	Supplemental Indentures With Consent of Holders.	52
	SECTION 903	Execution of Supplemental Indentures.	53
	SECTION 904	Effect of Supplemental Indentures.	53
	SECTION 905	Conformity with Trust Indenture Act.	53
	SECTION 906	Reference in Securities to Supplemental Indentures.	53
	 	 
	ARTICLE TEN COVENANTS 	54
	 	 	 
	SECTION 1001	Payment of Principal, Premium and Interest.	54
	SECTION 1002	Maintenance of Office or Agency.	54
	SECTION 1003	Money for Securities Payments to Be Held in Trust.	54
	SECTION 1004	Statement by Officers as to Default.	55
	SECTION 1005	Existence.	55
	SECTION 1006	Maintenance of Properties.	55
	SECTION 1007	Payment of Taxes and Other Claims.	56
	SECTION 1008	Maintenance of Insurance.	56
	SECTION 1009	Waiver of Certain Covenants.	56
	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES 	57
	 	 	 
	SECTION 1101	Applicability of Article.	57
	SECTION 1102	Election to Redeem; Notice to Trustee.	57
	SECTION 1103	Selection by Trustee of Securities to Be Redeemed.	57
	SECTION 1104	Notice of Redemption.	58
	SECTION 1105	Deposit of Redemption Price.	58
	SECTION 1106	Securities Payable on Redemption Date.	58
	SECTION 1107	Securities Redeemed in Part.	58
	 	 
	ARTICLE TWELVE SUBORDINATION OF SECURITIES 	59
	 	 	 
	SECTION 1201	Applicability of Article.	59
	SECTION 1202	Securities Subordinate to Senior Debt.	59
	SECTION 1203	Payment Over of Proceeds Upon Dissolution, Etc.	59
	SECTION 1204	No Payment When Senior Debt of the Company in Default.	60
	SECTION 1205	Payment Permitted If No Default.	61
	SECTION 1206	Subrogation to Rights of Holders of Senior Debt of the Company.	62
	SECTION 1207	Provisions Solely to Define Relative Rights.	62
	SECTION 1208	Trustee to Effectuate Subordination.	62
	SECTION 1209	No Waiver of Subordination Provisions.	62
	SECTION 1210	Notice to Trustee.	63
	SECTION 1211	Reliance on Judicial Order or Certificate of Liquidating Agent.	64
	SECTION 1212	Trustee Not Fiduciary for Holders of Senior Debt of the Company.	64


 






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	SECTION 1213	Rights of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee’s Rights.	64
	SECTION 1214	Article Applicable to Paying Agents.	64
	SECTION 1215	Defeasance of this Article Twelve.	64
	 	 
	ARTICLE THIRTEEN SUBSIDIARY GUARANTEES 	65
	 	 	 
	SECTION 1301	Applicability of Article.	65
	SECTION 1302	Subsidiary Guarantees.	65
	SECTION 1303	Execution and Delivery of Subsidiary Guarantees.	67
	SECTION 1304	Release of Subsidiary Guarantors.	67
	SECTION 1305	Additional Subsidiary Guarantors.	68
	SECTION 1306	Limitation on Liability.	68
	 	 
	ARTICLE FOURTEEN SUBORDINATION OF SUBSIDIARY GUARANTEES 	68
	 	 	 
	SECTION 1401	Applicability of Article.	68
	SECTION 1402	Subsidiary Guarantees Subordinate to Senior Debt of Subsidiary Guarantors.	68
	SECTION 1403	Payment Over of Proceeds Upon Dissolution, Etc.	69
	SECTION 1404	No Payment When Senior Debt of such Subsidiary Guarantor in Default.	70
	SECTION 1405	Payment Permitted If No Default.	71
	SECTION 1406	Subrogation to Rights of Holders of Senior Debt of such Subsidiary Guarantor.	71
	SECTION 1407	Provisions Solely to Define Relative Rights.	71
	SECTION 1408	Trustee to Effectuate Subordination.	72
	SECTION 1409	No Waiver of Subordination Provisions.	72
	SECTION 1410	Notice to Trustee.	72
	SECTION 1411	Reliance on Judicial Order or Certificate of Liquidating Agent.	73
	SECTION 1412	Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary Guarantor.	73
	SECTION 1413	Rights of Trustee as Holder of Senior Debt of such Subsidiary Guarantor; Preservation of Trustee’s Rights.	73
	SECTION 1414	Article Applicable to Paying Agents.	74
	SECTION 1415	Defeasance of this Article Fourteen.	74
	 	 
	ARTICLE FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE 	74
	 	 	 
	SECTION 1501	Company’s Option to Effect Defeasance or Covenant Defeasance.	74
	SECTION 1502	Defeasance and Discharge.	75
	SECTION 1503	Covenant Defeasance.	75
	SECTION 1504	Conditions to Defeasance or Covenant Defeasance.	76
	SECTION 1505	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	78
	SECTION 1506	Reinstatement.	78
	 	 
	ARTICLE SIXTEEN SINKING FUNDS 	79
	 	 	 
	SECTION 1601	Applicability of Article.	79
	SECTION 1602	Satisfaction of Sinking Fund Payments with Securities.	79
	SECTION 1603	Redemption of Securities for Sinking Fund.	79


 



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GULFPORT ENERGY CORPORATION


 


RECONCILIATION AND TIE OF CERTAIN SECTIONS OF
THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	Section 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	608
	(b)	 	610
	Section 311(a)	 	613
	(b)	 	613
	Section 312(a)	 	701
	 	 	702
	(b)	 	702
	(c)	 	702
	Section 313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	Section 314(a)	 	401
	(a)(4)	 	101
	 	 	1004
	(b)	 	Not applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not applicable
	(d)	 	Not applicable
	(e)	 	102
	Section 315(a)	 	601
	(a)	 	602
	(b)	 	601
	(c)	 	601
	(d)	 	514
	Section 316(a)	 	101
	(a)(1)(A)	 	502
	 	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	Not applicable
	(b)	 	508
	(c)	 	104
	Section 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	Section 318(a)	 	107


 


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


 






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INDENTURE, dated as
of      , 20    , among Gulfport Energy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134, each
of the Subsidiary Guarantors (as hereinafter defined) and [TRUSTEE’S NAME], a [    ] duly organized and
existing under the laws of [ ], as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY AND THE SUBSIDIARY
GUARANTORS


 


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


 


The Company and the Subsidiary
Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic
benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of
this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant
to this Indenture.


 


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


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


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


 


Article
One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
101 Definitions.


 


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


 


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



 


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



 


		(3)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally
accepted at the date of this instrument;



 






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



 


		(5)	the words “herein,” “hereof,” “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and



 


		(6)	unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its
nature as unsecured Debt.



 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing; provided that direct or indirect beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed
to be control.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or
more series.


 


“Board of Directors”
means, with respect to the Company, either the board of directors of the Company or any committee of that board duly authorized to act
for it in respect hereof, and with respect to any Subsidiary Guarantor, either the board of directors of such Subsidiary Guarantor or
any committee of that board duly authorized to act for it in respect hereof.


 


“Board Resolution”
means, with respect to the Company or a Subsidiary Guarantor, a copy of a resolution certified by the Secretary or an Assistant Secretary
of the Company or such Subsidiary Guarantor, as the case may be, to have been duly adopted by its Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day,”
when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


“Capital Stock”
of any Person means any and all shares, interests, participations or other equivalents (however designated) of corporate stock or other
equity participations, including partnership interests, whether general or limited, of such Person.


 


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


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company as the same exists at the date of execution and delivery of this Indenture
or other Capital Stock of the Company into which such common stock is converted, reclassified or changed from time to time.


 






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


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board
of Directors, its Vice Chairman of the Board of Directors, its President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Conversion Agent”
means any Person authorized by the Company to convert any Securities on behalf of the Company.


 


“Corporate Trust Office” means
the principal office of the Trustee in [     , ] at which at any particular time its corporate trust business shall be administered,
such office being located on the date hereof at [TRUSTEE’S ADDRESS].


 


“corporation”
means a corporation, association, limited liability company, joint-stock company or business trust.


 


“Covenant Defeasance”
has the meaning specified in Section 1503.


 


“Debt”
of any Person at any date means any obligation created, assumed or guaranteed by such Person for the repayment of borrowed money.


 


“Defaulted Interest” has the
meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1502.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.


 


“Event of Default”
has the meaning specified in Section 501.


 


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


 


“Expiration Date”
has the meaning specified in Section 104.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 205 (or such legend
as may be specified as contemplated by Section 301 for such Securities).


 


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


 






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“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.


 


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


 


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


 


“Investment Company
Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Notice of Default”
means a written notice of the kind specified in Section 501(5).


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
or a Subsidiary Guarantor, as the case may be, and delivered to the Trustee. One of the officers signing an Officers’ Certificate
given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel”
means, as to the Company or a Subsidiary Guarantor, a written opinion of counsel, who may be counsel for the Company or such Subsidiary
Guarantor, as the case may be, and who shall be acceptable to the Trustee.


 


“Original Issue Discount
Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


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



 


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



 






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		(3)	Securities as to which Defeasance has been effected pursuant to Section 1502; and



 


		(4)	Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall
be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such
date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated
by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined
as provided in such clause), and (D) Securities owned by the Company, any Subsidiary Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, any Subsidiary Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, a Subsidiary Guarantor or
any other obligor upon the Securities or any Affiliate of the Company, a Subsidiary Guarantor or of such other obligor.



 


“Paying Agent”
means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.


 


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


 






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“Place of Payment,”
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 301.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.


 


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


 


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


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 301.


 


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


 


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


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 305.


 


“Senior Debt”
with respect to any series of Securities shall have the meaning specified as contemplated by Section 301.


 


“Significant Subsidiary”
means, at any date of determination, any Subsidiary that represents 10% or more of the Company’s consolidated total assets at the
end of the most recent fiscal quarter for which financial information is available or 10% or more of the Company’s consolidated
net revenues or consolidated operating income for the most recent four quarters for which financial information is available.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Stated Maturity,”
when used with respect to any Security or any installment of principal thereof or interest thereon, means 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”
of any Person means (1) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly
or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof
or (2) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person
and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.


 






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“Subsidiary Guarantees”
means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen.


 


“Subsidiary Guarantors”
means (i) the subsidiaries listed in Schedule I hereto; (ii) any successor of the foregoing; and (iii) each other Subsidiary of the Company
that becomes a Subsidiary Guarantor in accordance with Section 1305 hereof, in each case (i), (ii) and (iii) until such Subsidiary Guarantor
ceases to be such in accordance with Section 1304 hereof.


 


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


 


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


 


“U.S. Government
Obligation” has the meaning specified in Section 1504.


 


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


 


“Voting Stock”
of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason
of any contingency.


 


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


 


Section
102 Compliance
Certificates and Opinions.


 


Upon any application or request
by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or
such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer
of the Company or a Subsidiary Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements
of the Trust Indenture Act and any other requirements set forth in this Indenture.


 






    7


     


    

 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


		(1)	a statement that each individual signing such certificate or opinion has read such covenant or condition
and the definitions herein relating thereto;



 


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



 


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



 


		(4)	a statement as to whether, in the opinion of each such individual, such condition or covenant has been
complied with.



 


Section
103 Form of Documents Delivered to
Trustee.


 


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


 


Any certificate or opinion
of an officer of the Company or a Subsidiary Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate
or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by,
an officer or officers of the Company or such Subsidiary Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or such Subsidiary Guarantor, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous.


 


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


 


Section
104 Acts
of Holders; Record Dates.


 


Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take
action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing,
(b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures
approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d)
in the case of Securities evidenced by a Global Security, by any electronic transmission or other message, whether or not in written format,
that complies with the Depositary’s applicable procedures. Such evidence (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the relevant Holders. Proof of execution of any such instrument or of a writing
appointing any such agent or proxy shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.


 






    8


     


    

 


The fact and date of the execution
by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee
deems sufficient.


 


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


 


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


 


The Company may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the
next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on
such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth
in Section 106.


 






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The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings
referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series.
If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.


 


With respect to any record
date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration
Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable
record date.


 


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


 


Section
105
Notices, Etc., to Trustee and Company.


 


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


 


		(1)	the Trustee by any Holder or by the Company or any Subsidiary Guarantor shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing in the English language to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department; or



 


		(2)	the Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing in the English language and mailed, first-class postage prepaid,
in the case of the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee by the Company and, in the case of any Subsidiary Guarantor, to
it at the address of the Company’s principal office specified in the first paragraph of this instrument, Attention: Chief Financial
Officer, or at any other address previously furnished in writing to the Trustee by such Subsidiary Guarantor.



 






    10


     


    

 


Section
106 Notice to Holders; Waiver.


 


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


 


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


 


Section
107
Conflict with Trust Indenture Act.


 


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


 


Section
108
Effect of Headings and Table of Contents.


 


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


 






    11


     


    

 


Section
109
Successors and Assigns.


 


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


 


Section
110
Separability Clause.


 


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


 


Section
111
Benefits of Indenture.


 


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


 


Section
112
Governing Law.


 


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


 


Section
113
Legal Holidays.


 


In any case where any Interest
Payment Date, Redemption Date, purchase date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date or purchase date, or at the Stated Maturity.


 


Section
114
No Recourse Against Others.


 


The directors, officers, employees
and stockholders of the Company and, if applicable, the Subsidiary Guarantors, as such, shall have no liability for any obligations of
the Company or any Subsidiary Guarantor under the Securities, any Subsidiary Guarantees of this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. By accepting a Security, each Holder shall be deemed to have waived and
released all such liability. The waiver and release shall be a part of the consideration for the issue of the Securities.


 






    12


     


    

 


Article
Two

SECURITY FORMS


 


Section
201
Forms Generally.


 


The Securities of each series
and, if applicable, the Subsidiary Guarantees to be endorsed thereon shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers
executing such Securities or Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Securities.


 


The definitive Securities
shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such Securities.


 


Section
202
Form of Face of Security.


 


[Insert any legend required by
the Internal Revenue Code and the regulations thereunder.]


 


Gulfport Energy Corporation


 





	No.______	 	$_________






 


Gulfport Energy Corporation,
a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes
any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______, or registered
assigns, the principal sum of Dollars on _______ [if the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually
on _______ and _______ in each year, commencing , at the rate of _______% per annum, until the principal hereof is
paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall
bear interest at the rate of _______% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the _______ or _______ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture].


 






    13


     


    

 


[If the Security is not to
bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default
in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of _______% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall
be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of
_______% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]


 


Payment of the principal of
(and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed [under its corporate seal].


 





	Dated:_________________________	GULFPORT ENERGY CORPORATION
	 	 	 
	 	By:	              
	 	 	 
	 	 	 
	Attest: ________________________	 	 
	 	 	 



 






    14


     


    




 


Section
203 Form
of Reverse of Security.


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of , 20 (herein called the “Indenture,” which term
shall have the meaning assigned to it in such instrument), among the Company, the Subsidiary Guarantors named therein and [TRUSTEE’S
NAME], as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Subsidiary Guarantors, the Trustee, the holders of Senior Debt and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert — , limited in aggregate principal amount to $     ].


 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’
notice by mail, [if applicable, insert — (1) on in any year commencing with the year and ending with the year through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert — on or after , 20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [if applicable, insert — on or before ,     %, and if redeemed] during the 12-month
period beginning of the years indicated,


 


	Redemption	 	Redemption
	Year	 	Price	 	Year	 	Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 


and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert
— (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided
in the Indenture.]


 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’
notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below, and (2) at any time [if applicable, insert — on or after ], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated,


 






    15


     


    

 


	Year
	Redempiton
    Price For

 Redemption Through 

Operation of

    the Sinking Fund
	Redemption
    Price For

 Redemption Otherwise 

Than Through Operation of 

the Sinking Fund

	 	 	 
	 	 	 



 

and
thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert — Notwithstanding the foregoing, the Company may not, prior to ______, redeem any Securities of this series
as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than ______% per annum.]


 


[If
applicable, insert — The sinking fund for this series provides for the redemption on ______in each year beginning with the year
and ending with the year of ______ [if applicable, insert — not less than $______ (“mandatory sinking fund”)
and not more than] $______ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by
the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the
inverse order in which they become due].]


 


[If
the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]


 


[If
the Security is subject to conversion, insert — Subject to the provisions of the Indenture, each Holder has the right to convert
the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion
price per share of Common Stock of $______ (or $______ in principal amount of Securities for each such share of Common Stock), or at
the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security
to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture,
an amount equal to accrued interest payable on this Security.]


 


The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt of the Company, and this Security is issued subject to the provisions of the Indenture with
respect thereto.


 






    16


     


    

 


Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.


 


[If
applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the
Company under this Security are guaranteed on a senior subordinated basis pursuant to the Subsidiary Guarantees endorsed hereon. The
Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions.]


 


[If
applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire indebtedness of this Security]
[or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain
conditions set forth in the Indenture.]


 


[If
the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.]


 


[If
the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 






    17


     


    

 


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable security
or indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein [if applicable, insert — or the right to convert this Security in accordance with its terms].


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed [if applicable, insert — and to convert this Security in accordance with its
terms].


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


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


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 




    18


     


    

 


Section
204 Form of Subsidiary Guarantee.


 


SUBSIDIARY
GUARANTEE


 


For
value received, each of the Subsidiary Guarantors named (or deemed herein to be named) below hereby jointly and severally fully and unconditionally
guarantees to the Holder of the Security upon which this Subsidiary Guarantee is endorsed, and to the Trustee on behalf of such Holder,
the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, according to the
terms thereof and of the Indenture referred to therein and to cover all the rights of the Trustee under Section 607. In case of the failure
of the Company punctually to make any such payment, each of the Subsidiary Guarantors hereby jointly and severally agrees to cause such
payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, offer to purchase or otherwise, and as if such payment were made by the Company.


 


Each
of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or the Indenture, the absence
of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor, or any
consent to departure from any requirement of any other guarantee of all or of any of the Securities of this series, or any other circumstances
which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding
the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the
principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary
Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders
protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take
any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged except by complete
performance of the obligations contained in such Security and in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if,
after the occurrence and during the continuance of an Event of Default with respect to Securities of this series, the Trustee or any
of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of
this series, to collect interest on the Securities of this series, or to enforce or exercise any other right or remedy with respect to
the Securities of this series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor,
the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee
or any of the Holders.


 






    19


     


    

 


The
indebtedness of each Subsidiary Guarantor evidenced by this Subsidiary Guarantee is, to the extent provided in the Indenture, subordinate
in right of payment to the prior payment in full of all Senior Debt of such Subsidiary Guarantor, and the Subsidiary Guarantee of each
Subsidiary Guarantor is issued subject to the provisions of the Indenture with respect thereto.


 


No
reference herein to the Indenture and no provision of this Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium,
if any) and interest on the Security upon which this Subsidiary Guarantee is endorsed.


 


Each
Subsidiary Guarantor shall be subrogated to all rights of the Holder of this Security against the Company in respect of any amounts paid
by such Subsidiary Guarantor on account of this Security pursuant to the provisions of its Subsidiary Guarantee or the Indenture; provided,
however, that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such
right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities of this series
issued under the Indenture shall have been paid in full.


 


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


 


The
Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released from this Subsidiary Guarantee upon the terms and subject
to certain conditions provided in the Indenture.


 


By
delivery to the Trustee of a supplement to the Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed
in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of first issuance of the
Securities of this series will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the
Security upon which this Subsidiary Guarantee is endorsed with the same effect as if such Subsidiary Guarantor were named below and had
executed and delivered this Subsidiary Guarantee.


 


All
terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in such Indenture.


 


This
Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which
this Subsidiary Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature.


 


Reference
is made to the Indenture for further provisions with respect to this Subsidiary Guarantee.


 


This
Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York.


 


IN
WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Subsidiary Guarantee to be duly executed.


 





	 	[Insert
  Names of Subsidiary Guarantors]
	 	 	 
	 	By:	 
	 	Title:	         



 




    20


     


    

 


Section
205 Form
of Legend for Global Securities.


 


Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


 


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


 


Section
206 Form of Trustee’s Certificate of
Authentication.


 


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


 


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


 





	 	[TRUSTEE’S
  NAME],
	 	As
  Trustee
	 	 	 
	 	By:	 
	 	 	Authorized
  Officer



 




    21


     


    

 


Section
207 Form of Conversion Notice.


 


Each
convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially
the following form:


 


Conversion
Notice


 


To:
         Gulfport Energy Corporation


 


The
undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below
designated, for shares of Common Stock of Gulfport Energy Corporation in accordance with the terms of the Indenture referred to in this
Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional
shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. If shares are to be delivered registered in the name of a Person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account
of interest accompanies this Security.


 





	Dated:	 	 	Signature	  





 


Fill
in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered
holder.


 





	 	 
	 	Social Security or other 
	 	Taxpayer Identification Number


 


__________________________________

(Name)


 


__________________________________

(Please print name and address)


 


Principal
amount to be converted: (if less than all)


 


$_________


 


Signature
Guarantee*


 


		*	Participant
in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).



 




    22


     


    

 


Article
Three

THE SECURITIES


 


Section
301 Amount
Unlimited; Issuable in Series.


 


The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section
303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


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



 


		(2)	whether
                                            or not the Securities of the series will have the benefit of the Subsidiary Guarantees of
                                            the Subsidiary Guarantors or be co-issued by one or more co-issuers;



 


		(3)	any
                                            change to the subordination provisions which applies to the Securities of the series from
                                            those contained in Article Twelve with respect to the Securities and/or, if applicable, those
                                            contained in Article Fourteen with respect to the Subsidiary Guarantees, and the definitions
                                            of Senior Debt and Designated Senior Debt which shall apply to the Securities of the series,
                                            and, if applicable, the Subsidiary Guarantees;



 


		(4)	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 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant
                                            to Section 303, are deemed never to have been authenticated and delivered hereunder);



 


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



 


		(6)	the
                                            date or dates on which the principal of any Securities of the series is payable;



 


		(7)	the
                                            rate or rates at which any Securities of the series shall bear interest, if any, the date
                                            or dates from which any such interest shall accrue, the Interest Payment Dates on which any
                                            such interest shall be payable and the Regular Record Date for any such interest payable
                                            on any Interest Payment Date;



 


		(8)	the
                                            place or places where the principal of and any premium and interest on any Securities of
                                            the series shall be payable;



 






    23


     


    

 


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



 


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



 


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



 


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



 


		(13)	if
                                            other than the currency of the United States of America, the currency, currencies or currency
                                            units in which the principal of or any premium or interest on any Securities of the series
                                            shall be payable and the manner of determining the equivalent thereof in the currency of
                                            the United States of America for any purpose, including for purposes of the definition of
                                            “Outstanding” in Section 101;



 


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



 


		(15)	if
                                            other than the entire principal amount thereof, the portion of the principal amount of any
                                            Securities of the series which shall be payable upon declaration of acceleration of the Maturity
                                            thereof pursuant to Section 502;



 


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



 






    24


     


    

 


		(17)	if
                                            applicable, that the Securities of the series, in whole or any specified part, shall be defeasible
                                            pursuant to Section 1502 or Section 1503 or both such Sections and, if other than by a Board
                                            Resolution, the manner in which any election by the Company to defease such Securities shall
                                            be evidenced;



 


		(18)	if
                                            applicable, that any Securities of the series shall be issuable in whole or in part in the
                                            form of one or more Global Securities and, in such case, the respective Depositories for
                                            such Global Securities, the form of any legend or legends which shall be borne by any such
                                            Global Security in addition to or in lieu of that set forth in Section 205 and any circumstances
                                            in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section
                                            305 in which any such Global Security may be exchanged in whole or in part for Securities
                                            registered, and any transfer of such Global Security in whole or in part may be registered,
                                            in the name or names of Persons other than the Depositary for such Global Security or a nominee
                                            thereof;



 


		(19)	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 502;



 


		(20)	any
                                            addition to or change in the covenants set forth in Article Ten which applies to Securities
                                            of the series;



 


		(21)	whether
                                            the Securities of the series will be convertible into Common Stock (or cash in lieu thereof)
                                            and, if so, the terms and conditions upon which such conversion will be effected; and



 


		(22)	any
                                            other terms of the series (which terms shall not be inconsistent with the provisions of this
                                            Indenture, except as permitted by Section 901(5)).



 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto.


 


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


 


The
Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects otherwise upon the establishment
of a series pursuant to this Section 301.


 


Section
302 Denominations. 


 


The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 






    25


     


    

 


Section
303 Execution,
Authentication, Delivery and Dating.


 


The
Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors,
its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, then it shall be attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.


 


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


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company and, if applicable, having endorsed thereon the Subsidiary Guarantees executed as provided in Section 1303 by the Subsidiary
Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and
the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities
of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


		(1)	if
                                            the form of such Securities has been established by or pursuant to Board Resolution as permitted
                                            by Section 201, that such form has been established in conformity with the provisions of
                                            this Indenture;



 


		(2)	if
                                            the terms of such Securities have been established by or pursuant to Board Resolution as
                                            permitted by Section 301, that such terms have been established in conformity with the provisions
                                            of this Indenture; and



 


		(3)	that
                                            such Securities, when authenticated and delivered by the Trustee and issued by the Company
                                            in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
                                            valid and legally binding obligations of the Company, and, if applicable, the Subsidiary
                                            Guarantees endorsed thereon will constitute valid and legally binding obligations of the
                                            Subsidiary Guarantors, enforceable in accordance with their terms, subject to bankruptcy,
                                            insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
                                            relating to or affecting creditors’ rights and to general equity principles.



 


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


 






    26


     


    

 


Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series
to be issued.


 


Each
Security shall be dated the date of its authentication.


 


No
Security or Subsidiary Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee
by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.


 


Section
304 Temporary Securities.


 


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


 


If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed
thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.


 






    27


     


    

 


Section
305 Registration, Registration of Transfer and Exchange.


 


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


 


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


 


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


 


All
Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration
of transfer or exchange.


 


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


 


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer.


 


If
the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A)
to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may
be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 






    28


     


    

 


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


 


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



 


		(2)	Notwithstanding
                                            any other provision in this Indenture, no Global Security may be exchanged in whole or in
                                            part for Securities registered, and no transfer of a Global Security in whole or in part
                                            may be registered, in the name of any Person other than the Depositary for such Global Security
                                            or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling
                                            or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing
                                            agency registered under the Exchange Act, and in either case the Company fails to appoint
                                            a successor Depositary within 90 days, (B) there shall have occurred and be continuing an
                                            Event of Default with respect to such Global Security and the Depositary shall have notified
                                            the Trustee of its decision to exchange such Global Security for Securities in certificated
                                            form or (C) there shall exist such circumstances, if any, in addition to or in lieu of the
                                            foregoing as have been specified for this purpose as contemplated by Section 301.



 


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



 


		(4)	Every
                                            Security authenticated and delivered upon registration of transfer of, or in exchange for
                                            or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section,
                                            Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form
                                            of, and shall be, a Global Security, unless such Security is registered in the name of a
                                            Person other than the Depositary for such Global Security or a nominee thereof.



 


Section
306 Mutilated, Destroyed, Lost and Stolen Securities.


 


If
any mutilated Security is surrendered to the Trustee, the Company shall execute, if applicable the Subsidiary Guarantors shall execute
the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver in exchange therefor a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 






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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 from any
loss that any of them may suffer if a Security is replaced, 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, if applicable the Subsidiary Guarantors shall execute the Subsidiary
Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a
new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable or is to be converted, the
Company in its discretion may, instead of issuing a new Security, pay or authorize the conversion of such Security (without surrender
thereof save in the case of a mutilated Security).


 


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, and, if applicable, the
Subsidiary Guarantees endorsed thereon, shall constitute an original additional contractual obligation of the Company and, if applicable,
the respective Subsidiary Guarantors, 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, payment or conversion of mutilated, destroyed, lost or stolen Securities.


 


Section
307 Payment of Interest; Interest Rights Preserved.


 


Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.


 


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


 


		(1)	The
                                            Company may elect to make payment of any Defaulted Interest to the Persons in whose names
                                            the Securities of such series (or their respective Predecessor Securities) are registered
                                            at the close of business on a Special Record Date for the payment of such Defaulted Interest,
                                            which shall be fixed in the following manner. The Company shall notify the Trustee in writing
                                            of the amount of Defaulted Interest proposed to be paid on each Security of such series and
                                            the date of the proposed payment, and at the same time the Company shall deposit with the
                                            Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
                                            such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit
                                            prior to the date of the proposed payment, such money when deposited to be held in trust
                                            for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
                                            Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
                                            which shall be not more than 15 days and not less than 10 days prior to the date of the proposed
                                            payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed
                                            payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
                                            the name and at the expense of the Company, shall cause notice of the proposed payment of
                                            such Defaulted Interest and the Special Record Date therefor to be given to each Holder of
                                            Securities of such series in the manner set forth in Section 106, not less than 10 days prior
                                            to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
                                            the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
                                            paid to the Persons in whose names the Securities of such series (or their respective Predecessor
                                            Securities) are registered at the close of business on such Special Record Date and shall
                                            no longer be payable pursuant to the following clause (2).



 






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



 


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


 


Section
308 Persons Deemed Owners.


 


Prior
to due presentment of a Security for registration of transfer, the Company, the Subsidiary Guarantors, the Trustee and any agent of the
Company, the Subsidiary Guarantors, or the Trustee may treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, any Subsidiary Guarantor, the
Trustee nor any agent of the Company, any Subsidiary Guarantor, or the Trustee shall be affected by notice to the contrary.


 


Section
309 Cancellation.


 


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


 






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Section
310 Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


 


Article
Four

SATISFACTION AND DISCHARGE


 


Section
401 Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Request cease to be of further effect with respect to the Securities of any series, and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


		(1)	either



 


		(A)	all
                                            Securities of such series theretofore authenticated and delivered (other than (i) Securities
                                            of such series which have been destroyed, lost or stolen and which have been replaced or
                                            paid as provided in Section 306 and (ii) Securities of such series for whose payment money
                                            has theretofore been deposited in trust or segregated and held in trust by the Company and
                                            thereafter repaid to the Company or discharged from such trust, as provided in Section 1003)
                                            have been delivered to the Trustee for cancellation; or



 


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



 


		(i)	have
                                            become due and payable, or



 


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



 


		(iii)	are
                                            to be called for redemption within one year under arrangements satisfactory to the Trustee
                                            for the giving of notice of redemption by the Trustee in the name, and at the expense, of
                                            the Company, and the Company or, if applicable, a Subsidiary Guarantor, in the case of (i),
                                            (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee
                                            as trust funds in trust for the purpose money in an amount sufficient, without consideration
                                            of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities
                                            not theretofore delivered to the Trustee for cancellation, for principal and any premium
                                            and interest to the date of such deposit (in the case of Securities which have become due
                                            and payable) or to the Stated Maturity or Redemption Date, as the case may be;



 






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		(2)	the
                                            Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder
                                            by the Company and the Subsidiary Guarantors with respect to the Securities of such series;
                                            and



 


		(3)	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 with respect to the Securities of such series have been complied
                                            with.



 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of
the Company with respect to the Securities of such series under Sections 304, 305, 306, 1002 and 1003, any surviving rights of conversion,
the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.


 


Section
402 Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 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 (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 






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Article
Five

REMEDIES


 


Section
501 Events of Default.


 


“Event
of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Twelve or be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


		(1)	default
                                            in the payment of any interest upon any Security of that series when it becomes due and payable,
                                            and continuance of such default for a period of 30 days; or



 


		(2)	default
                                            in the payment of the principal of or any premium on any Security of that series at its Maturity;
                                            or



 


		(3)	default
                                            in the deposit of any sinking fund payment, when and as due by the terms of a Security of
                                            that series; or



 


		(4)	default
                                            in the performance, or breach, of any covenant of the Company or, if the Subsidiary Guarantors
                                            have issued Subsidiary Guarantees with respect to the Securities of such series, any Subsidiary
                                            Guarantor in Article Eight of this Indenture; or



 


		(5)	default
                                            in the performance, or breach, of any covenant or warranty of the Company or, if the Subsidiary
                                            Guarantors have issued Subsidiary Guarantees with respect to the Securities of such series,
                                            any Subsidiary Guarantor in this Indenture (other than a covenant or warranty a default in
                                            whose performance or whose breach is elsewhere in this Section specifically dealt with or
                                            which has expressly been included in this Indenture solely for the benefit of series of Securities
                                            other than that series), and continuance of such default or breach for a period of 60 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 at least 25% 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



 


		(6)	the
                                            entry by a court having jurisdiction in the premises of (A) a decree or order for relief
                                            in respect of the Company, any Significant Subsidiary or, if the Subsidiary Guarantors have
                                            issued Subsidiary Guarantees with respect to the Securities of such series, any Subsidiary
                                            Guarantor in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
                                            insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company,
                                            any Significant Subsidiary or any such Subsidiary Guarantor a bankrupt or insolvent, or approving
                                            as properly filed a petition seeking reorganization, arrangement, adjustment or composition
                                            of or in respect of the Company, any Significant Subsidiary or any such Subsidiary Guarantor
                                            under any applicable Federal or State law, or appointing a custodian, receiver, liquidator,
                                            assignee, trustee, sequestrator or other similar official of the Company, any Significant
                                            Subsidiary or any such Subsidiary Guarantor or of any substantial part of its or their property,
                                            or ordering the winding up or liquidation of its or their affairs, and the continuance of
                                            any such decree or order for relief or any such other decree or order unstayed and in effect
                                            for a period of 60 consecutive days; or



 






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		(7)	the
                                            commencement by the Company, any Significant Subsidiary or, if the Subsidiary Guarantors
                                            have issued Subsidiary Guarantees with respect to the Securities of such series, any Subsidiary
                                            Guarantor of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
                                            insolvency, reorganization or other similar law or of any other case or proceeding to be
                                            adjudicated a bankrupt or insolvent, or the consent by it or them to the entry of a decree
                                            or order for relief in respect of the Company, any Significant Subsidiary or any such Subsidiary
                                            Guarantor in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
                                            insolvency, reorganization or other similar law or to the commencement of any bankruptcy
                                            or insolvency case or proceeding against it or them, or the filing by it or them of a petition
                                            or answer or consent seeking reorganization or relief under any applicable Federal or State
                                            law, or the consent by it or them to the filing of such petition or to the appointment of
                                            or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
                                            or other similar official of the Company, any Significant Subsidiary or any such Subsidiary
                                            Guarantor or of any substantial part of its or their property, or the making by it or them
                                            of an assignment for the benefit of creditors, or the admission by it or them in writing
                                            of its or their inability to pay its or their debts generally as they become due, or the
                                            taking of corporate action by the Company, any Significant Subsidiary or any such Subsidiary
                                            Guarantor in furtherance of any such action; or



 


		(8)	in
                                            the event the Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the
                                            Securities of such series, the Subsidiary Guarantee of any Subsidiary Guarantor is held by
                                            a final non-appealable order or judgment of a court of competent jurisdiction to be unenforceable
                                            or invalid or ceases for any reason to be in full force and effect (other than in accordance
                                            with the terms of this Indenture) or any Subsidiary Guarantor or any Person acting on behalf
                                            of any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations
                                            under its Subsidiary Guarantee (other than by reason of a release of such Subsidiary Guarantor
                                            from its Subsidiary Guarantee in accordance with the terms of this Indenture); or



 


		(9)	any
                                            other Event of Default provided with respect to Securities of that series.



 


Section
502 Acceleration of Maturity; Rescission and Annulment.


 


If
an Event of Default (other than an Event of Default with respect to the Company specified in Section 501(6) or 501(7)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together with any accrued
and unpaid interest thereon, shall become immediately due and payable. If an Event of Default with respect to the Company specified in
Section 501(6) or 501(7) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, shall automatically,
and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.


 






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At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article 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


 


		(1)	the
                                            Company or, if applicable, any Subsidiary Guarantor has paid or deposited with the Trustee
                                            a sum sufficient to pay



 


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



 


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



 


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



 


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



 


		(2)	all
                                            Events of Default with respect to Securities of that series, other than the non-payment of
                                            the principal of Securities of that series which has become due solely by such declaration
                                            of acceleration, have been cured or waived as provided in Section 513.



 


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


 


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


 


The
Company covenants that if


 


		(1)	default
                                            is made in the payment of any interest on any Security when such interest becomes due and
                                            payable and such default continues for a period of 30 days, or



 


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



 






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If
an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem 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.


 


Section
504 Trustee May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company, any Subsidiary Guarantor or any other obligor upon the Securities, or the property
or creditors of the Company, any Subsidiary Guarantor or any other obligor upon the Securities, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.


 


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


 


Section
505 Trustee May Enforce Claims Without Possession
of Securities.


 


All
rights of action and claims under this Indenture or the Securities or any Subsidiary Guarantee 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.


 






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Section
506 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 any premium 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 607;


 


SECOND:
Subject to Article Twelve and Article Fourteen, to the payment of the amounts then due and unpaid for principal of and any premium 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 any premium and interest, respectively;
and THIRD: The balance, if any, to the Company or to such other Person as a court of competent jurisdiction shall direct.


 


Section
507 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


 


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



 


		(2)	the
                                            Holders of not less than 25% 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;



 


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



 


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



 


		(5)	no
                                            direction inconsistent with such written request has been given to the Trustee during such
                                            60-day period by the Holders of a majority in 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 of such Holders.



 






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Section
508 Unconditional Right of Holders to Receive Principal,
Premium 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 any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or offer by the Company to purchase the Securities pursuant to the terms of
this Indenture, on the Redemption Date or purchase date, as applicable) and, if applicable, to convert such Security in accordance with
its terms, and to institute suit for the enforcement of any such right, and such rights shall not be impaired without the consent of
such Holder.


 


Section
509 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 Subsidiary Guarantors, 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
510 Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
511 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.


 






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Section
512 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


 


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



 


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



 


Section
513 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


 


		(1)	in
                                            the payment of the principal of or any premium or interest on any Security of such series
                                            (including any Security which is required to have been purchased by the Company pursuant
                                            to an offer to purchase by the Company made pursuant to the terms of this Indenture), or



 


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



 


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
514 Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided,
however, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking
or to make such an assessment in any suit instituted by the Company or any Subsidiary Guarantor.


 


Section
515 Waiver of Usury, Stay or Extension Laws.


 


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


 






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Article
Six

THE TRUSTEE


 


Section
601
Certain Duties and Responsibilities.


 


The duties and responsibilities
of the Trustee shall be as expressly set forth in this Indenture and as provided by the Trust Indenture Act. Notwithstanding the foregoing,
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


 


Section
602
Notice of Defaults.


 


If a default occurs hereunder
with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and
to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section
501(5) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of such series.


 


Section
603
Certain Rights of Trustee.


 


Subject to the provisions
of Section 601:


 


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



 


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



 


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



 


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



 






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



 


		(6)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney; and



 


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



 


Section
604
Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein
and in the Securities and the Subsidiary Guarantees, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company or the Subsidiary Guarantors, as the case may be, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or
of the Securities or the Subsidiary Guarantees endorsed thereon. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds thereof.


 


Section
605
May Hold Securities.


 


The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Company or any Subsidiary Guarantor, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company
and any Subsidiary Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.


 


Section
606
Money Held in Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed with the Company or any Subsidiary Guarantor, as the case
may be.


 






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Section
607
Compensation and Reimbursement.


 


The Company and each Subsidiary
Guarantor jointly and severally agree


 


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



 


		(2)	except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and



 


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



 


Section
608
Conflicting Interests.


 


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


 


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


 


Section
609
Corporate Trustee Required; Eligibility.


 


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


 


Section
610
Resignation and Removal; Appointment of Successor.


 


No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section 611.


 






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The Trustee may resign at
any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company.


 


If at any time:


 


		(1)	the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six months, or



 


		(2)	the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, or



 


		(3)	the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver
of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.



 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by
the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 






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The Company shall give notice
of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


Section
611
Acceptance of Appointment by Successor.


 


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


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Subsidiary Guarantors,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.


 






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


 


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


 


Section
612
Merger, Conversion, Consolidation or Succession to Business.


 


Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of the parties hereto. As soon as practicable, the successor
Trustee shall mail a notice of its succession to the Company and the Holders of the Securities then Outstanding. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


 


Section
613
Preferential Collection of Claims Against Company and Subsidiary Guarantors.


 


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


 


Section
614
Appointment of Authenticating Agent.


 


The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer, conversion or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 






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


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled
to be reimbursed for such payments, subject to the provisions of Section 607.


 


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


 


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


 


	 	[TRUSTEE’S NAME],
	 	As Trustee
	 	 	 
	 	By:	
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	As Authenticating Agent



 






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Article
Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
701
Company to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish or
cause to be furnished to the Trustee with respect to the Securities of each series:


 


		(1)	not more than 10 days after each record date with respect to the payment of interest, if any, a list,
in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such
record date, and



 


		(2)	at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar.



 


Section
702
Preservation of Information; Communications to Holders.


 


The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.


 


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


 


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


 


Section
703
Reports by Trustee.


 


The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.


 


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


 






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Section
704
Reports by Company and Subsidiary Guarantors.


 


The Company and each of the
Subsidiary Guarantors shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to
such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission.


 


Article
Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
801
Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not, in
a single transaction or a series of related transactions, consolidate with or merge into any other Person or permit any other Person to
consolidate with or merge into the Company or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially
all of its assets, unless:


 


		(1)	in a transaction in which the Company does not survive or in which the Company transfers, conveys, sells,
leases or otherwise disposes of all or substantially all of its assets, the successor entity (for purposes of this Article Eight, a “Successor
Company”) shall be a corporation, partnership, trust or other entity organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be
performed or observed;



 


		(2)	immediately before and after giving pro forma effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or
such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;



 


		(3)	if, as a result of any such consolidation or merger or such transfer, conveyance, sale, lease or other
disposition, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or the Successor Company, as the case may be, shall take such steps as shall
be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby;



 


		(4)	any other conditions provided pursuant to Section 301 with respect to the Securities of a series are satisfied;
and



 


		(5)	the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, transfer, conveyance, sale, lease or other disposition and, if a supplemental indenture is required
in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.



 






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Section
802
Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.


 


Except in a transaction resulting
in the release of a Subsidiary Guarantor in accordance with the terms of this Indenture, each Subsidiary Guarantor shall not, and the
Company shall not permit any Subsidiary Guarantor to, in a single or a series of related transactions, consolidate or merge with or into
any Person (other than the Company or another Subsidiary Guarantor) or permit any Person (other than another Subsidiary Guarantor) to
consolidate or merge with or into such Subsidiary Guarantor or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose
of all or substantially all of its assets unless, in each case:


 


		(1)	in a transaction in which such Subsidiary Guarantor does not survive or in which all or substantially
all of the assets of such Subsidiary Guarantor are transferred, conveyed, sold, leased or otherwise disposed of, the successor entity
(the “Successor Subsidiary Guarantor”) shall be a corporation, partnership, trust or other entity organized and validly
existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume by
an indenture supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of all obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and this Indenture and the performance of every covenant
of this Indenture on the part of such Subsidiary Guarantor to be performed or observed; and



 


		(2)	the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, transfer, conveyance, sale, lease or other disposition and, if a supplemental indenture is required
in connection with such transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.



 


Section
803
Successor Substituted.


 


		(1)	Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer,
conveyance, sale, lease or other disposition of all or substantially all of the assets of the Company in accordance with Section 801,
the Successor Company 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 had been named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.



 


		(2)	Upon any consolidation of a Subsidiary Guarantor with, or merger of such Subsidiary Guarantor into, any
other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the assets of such Subsidiary
Guarantor in accordance with Section 802, the Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may exercise
every right and power of, such Subsidiary Guarantor under this Indenture with the same effect as if such successor Person had been named
as a Subsidiary Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and its Subsidiary Guarantee.



 






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Article
Nine

SUPPLEMENTAL INDENTURES


 


Section
901
Supplemental Indentures Without Consent of Holders.


 


Without the consent of any
Holders, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions,
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:


 


		(1)	to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption
by any such successor of the covenants of the Company or any Subsidiary Guarantor herein and in the Securities or Subsidiary Guarantees,
as the case may be; or



 


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



 


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



 


		(4)	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; or



 


		(5)	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;
or



 


		(6)	to secure the Securities; or



 


		(7)	to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or



 


		(8)	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect
to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or



 






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



 


		(10)	to make any other provisions with respect to matters or questions arising under this Indenture, provided
that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any
material respect; or



 


		(11)	to add new Subsidiary Guarantors; or



 


		(12)	to make any change to the provisions of Article Twelve or Fourteen that limits or terminates the benefits
applicable to any holder of Senior Debt.



 


Section
902
Supplemental Indentures With Consent of Holders.


 


With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution,
the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


		(1)	change the Stated Maturity of the principal of, or any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency
in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a)
any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case
of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable
purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the
conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary
Guarantee other than as provided in this Indenture; or



 


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



 


		(3)	modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the
deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or



 


		(4)	following the making of an offer to purchase Securities from any Holder which has been made pursuant to
a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse
to such Holder.



 






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A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one
or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.


 


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


 


After a supplemental indenture
under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders
of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture.
The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or
supplement hereto effected by such supplemental indenture with respect to other Holders.


 


Section
903
Execution of Supplemental Indentures.


 


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, and (subject to Section 601) 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
may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Section
904
Effect of Supplemental Indentures.


 


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


 


Section
905
Conformity with Trust Indenture Act.


 


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


 


Section
906
Reference in Securities to Supplemental Indentures.


 


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


 






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Article
Ten

COVENANTS


 


Section
1001
Payment of Principal, Premium and Interest.


 


The Company covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest
on the Securities of that series in accordance with the terms of the Securities and this Indenture. Principal, premium, if any, and interest
shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 A.M.,
New York City time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due, and such Paying Agent is not prohibited from paying such money to the Holders
entitled thereto on such date pursuant to the terms of Article Twelve or Fourteen of this Indenture.


 


Section
1002
Maintenance of Office or Agency.


 


The Company will maintain
in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered
for payment or, if applicable, for conversion, where Securities of that series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company or any Subsidiary Guarantor in respect of the Securities of that series or any Subsidiary
Guarantee and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company and each Subsidiary Guarantor hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.


 


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


 


Section
1003
Money for Securities Payments to Be Held in Trust.


 


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


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, prior to 11:00 A.M., New York City time, on each due date of the
principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company, the Subsidiary
Guarantors, if applicable, or any other obligor upon the Securities of that series in the making of any payment in respect of the Securities
of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.


 






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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation
in The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section
1004
Statement by Officers as to Default.


 


		(1)	The Company and the Subsidiary Guarantors will deliver to the Trustee, within 90 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge
of the signers thereof (i) the Company or any Subsidiary Guarantor, as the case may be, is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company or any Subsidiary Guarantor shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge and (ii) any event has occurred and remains in existence prohibiting any payments on any series
of Securities then Outstanding and, if any such event exists, a description of such event and what action the Company is taking or proposes
to take with respect thereto.



 


		(2)	The Company and each Subsidiary Guarantor shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company or such Subsidiary Guarantor becomes aware or should reasonably become aware of the occurrence
of an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or default, and the action which the Company or such Subsidiary Guarantor
proposes to take with respect thereto.



 


Section
1005
Existence.


 


Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the existence, rights (charter
and statutory) and franchises of the Company; provided, however, that the Company shall not be required to preserve any such right or
franchise if it shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the Holders.


 


Section
1006
Maintenance of Properties.


 


The Company will cause all
properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that
the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing
in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous
in any material respect to the Holders.


 






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Section
1007
Payment of Taxes and Other Claims.


 


The Company will pay or discharge
or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.


 


Section
1008
Maintenance of Insurance.


 


The Company shall, and shall
cause its Subsidiaries to, keep at all times all of their properties which are of an insurable nature insured against loss or damage with
insurers believed by the Company to be responsible to the extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business practice.


 


Section
1009
Waiver of Certain Covenants.


 


Except as otherwise specified
as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any
particular instance to comply with any term, provision or condition set forth in any of Sections 1005 through 1008 or in any covenant
provided pursuant to Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 






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Article
Eleven

REDEMPTION OF SECURITIES


 


Section
1101
Applicability of Article.


 


Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for such Securities) in accordance with this Article.


 


Section
1102
Election to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such
Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least five Business Days prior to giving notice of such redemption
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


Section
1103
Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities
of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be redeemed shall be selected by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, (i) in compliance with the requirements of the principal national securities
exchange on which such Securities are listed, if such Securities are listed on any national securities exchange, and (ii) if such Securities
are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion
of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected by the Trustee, from the Outstanding Securities
of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 


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


 


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


 


For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
If any Security selected for partial redemption is surrendered for conversion after such selection, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption. Upon any redemption of less than all the Securities of a
series, for purposes of selection for redemption the Company and the Trustee may treat as Outstanding Securities surrendered for conversion
during the period of 15 days next preceding the mailing of a notice of redemption, and need not treat as Outstanding any Security authenticated
and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period.


 






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Section
1104
Notice of Redemption.


 


Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security Register; provided, however, notice of redemption may be given
more than 60 days prior to the Redemption Date if the notice is issued in connection with a satisfaction and discharge pursuant to Article
Four. All notices of redemption shall state:


 


		(1)	the Redemption Date,



 


		(2)	the Redemption Price, if then determinable and otherwise the method of its determination,



 


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



 


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



 


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



 


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



 


		(7)	if applicable, the conversion price then in effect and the date on which the right to convert such Securities
will expire.



 


Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company and shall be irrevocable. If any Security called for redemption is converted pursuant hereto, any
money deposited with the Trustee or any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid
to the Company upon delivery of a Company Request to the Trustee or such Paying Agent, or, if then held by the Company, shall be discharged
from such trust.


 


Section
1105
Deposit of Redemption Price.


 


Prior to 11:00 A.M., New York
City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


 


Section
1106
Securities Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


Section
1107
Securities Redeemed in Part.


 


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


 






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Article
Twelve

SUBORDINATION OF SECURITIES


 


Section
1201 Applicability of Article.


 


Unless otherwise provided
with respect to the Securities of any series in or pursuant to the Board Resolution or supplemental indenture establishing such series
of Securities pursuant to Section 301, the provisions of this Article shall be applicable to each series of Securities.


 


Section
1202 Securities Subordinate to Senior Debt.


 


The Company covenants and
agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article (subject to the provisions of Article Four and Article Fifteen), the payment of the principal of
(and premium, if any) and interest on each and all of the Securities of such series is hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Senior Debt of the Company.


 


No provisions of this Article
Twelve shall prevent the occurrence of any Event of Default.


 


Section
1203 Payment Over of Proceeds Upon Dissolution, Etc.


 


In the event of (a) any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith,
relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit
of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c)
above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Debt of the Company
shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of the Company, or
provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt
of the Company, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether
in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred
to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Securities
or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions,
purchases and acquisitions, other than the payment or distribution of stock or securities of the Company referred to in the second succeeding
paragraph, herein referred to, individually and collectively, as a “Securities Payment”), and to that end the holders
of Senior Debt of the Company shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be
payable or deliverable in respect of the Securities in any such Proceeding.


 






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In the event that, notwithstanding
the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment before
all Senior Debt of the Company is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt of the Company, and if such fact shall, at or prior to the time of such Securities Payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution
of assets of the Company for application to the payment of all Senior Debt of the Company remaining unpaid, to the extent necessary to
pay all Senior Debt of the Company in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior
Debt of the Company.


 


For purposes of this Article
only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not
be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law
or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in
right of payment to all then outstanding Senior Debt of the Company to substantially the same extent as the Securities are so subordinated
as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation
or dissolution of the Company following the conveyance or other disposition of all or substantially all of its assets to another Person
upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other disposition such
assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth
in Article Eight.


 


Section
1204 No Payment When Senior Debt of the Company in Default.


 


In the event that any Senior
Payment Default (as defined below) shall have occurred and be continuing, then no Securities Payment shall be made unless and until such
Senior Payment Default shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of
Senior Debt of the Company shall have been paid in full, or provision shall have been made for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt of the Company; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article Sixteen by delivering and crediting pursuant to Section
1602 Securities which have been acquired (upon redemption or otherwise) prior to such Senior Payment Default.


 


“Senior Payment Default”
means any default in the payment of principal of (or premium, if any) or interest on any Senior Debt of the Company when due, whether
at the Stated Maturity of any such payment or by declaration of acceleration, call for redemption or otherwise.


 






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In the event that any Senior
Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Company, the Subsidiary Guarantors
and the Trustee of written notice of such Senior Nonmonetary Default from the agent for the Designated Senior Debt which is the subject
of such Senior Nonmonetary Default, no Securities Payment shall be made during the period (the “Payment Blockage Period”)
commencing on the date of such receipt of such written notice and ending on the earlier of (i) the date on which such Senior Nonmonetary
Default shall have been cured or waived or shall have ceased to exist or all Designated Senior Debt the subject of such Senior Nonmonetary
Default shall have been discharged; (ii) the 179th day after the date of such receipt of such written notice; or (iii) the date on which
the Payment Blockage Period shall have been terminated by written notice to the Company, any Subsidiary Guarantor or the Trustee from
the agent for the Designated Senior Debt initiating the Payment Blockage Period; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article Sixteen by delivering and crediting pursuant to Section
1602 Securities which have been acquired (upon redemption or otherwise) prior to the date of such receipt of such written notice. No more
than one Payment Blockage Period may be commenced with respect to the Securities of a particular series during any 360-day period and
there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect. For all
purposes of this paragraph, no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage
Period shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period, whether or not within a period of
360 consecutive days, unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days.


 


“Senior Nonmonetary
Default” means the occurrence or existence and continuance of any event of default with respect to any Designated Senior Debt,
other than a Senior Payment Default, permitting the holders of such Designated Senior Debt (or a trustee or agent on behalf of the holders
thereof) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise become due and payable.


 


In the event that, notwithstanding
the foregoing, the Company shall make any Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such Securities Payment shall be paid over and delivered forthwith to the Company.


 


The provisions of this Section
shall not apply to any Securities Payment with respect to which Section 1203 would be applicable.


 


Section
1205 Payment Permitted If No Default.


 


Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency
of any Proceeding referred to in Section 1203 or under the conditions described in Section 1204, from making Securities Payments, or (b)
the application by the Trustee of any money deposited with it hereunder to Securities Payments or the retention of such Securities Payment
by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such Securities Payment would have
been prohibited by the provisions of this Article.


 






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Section
1206 Subrogation to Rights of Holders of Senior Debt of the Company.


 


Subject to the payment in
full of all amounts due or to become due on or in respect of Senior Debt of the Company, or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, the Holders of the Securities shall
be subrogated to the rights of the holders of such Senior Debt of the Company to receive payments and distributions of cash, property
and securities applicable to the Senior Debt of the Company until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of the Company
of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions
of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Debt of the Company by Holders
of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt of the Company and the
Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt of the Company.


 


Section
1207 Provisions Solely to Define Relative Rights.


 


The provisions of this Article
are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Debt
of the Company on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as among the Company, its creditors other than holders of Senior Debt of the Company and the Holders of the Securities,
the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders
of Senior Debt of the Company, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of
the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of
the Company other than the holders of Senior Debt of the Company; or (c) prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Debt of the Company to receive cash, property and securities otherwise payable or deliverable to the Trustee
or such Holder.


 


Section
1208 Trustee to Effectuate Subordination.


 


Each Holder of a Security
by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


Section
1209 No Waiver of Subordination Provisions.


 


No right of any present or
future holder of any Senior Debt of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.


 






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Without in any way limiting
the generality of the foregoing paragraph, the holders of Senior Debt of the Company may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities
to the holders of Senior Debt of the Company, do any one or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Debt of the Company, or otherwise amend or supplement in any manner Senior Debt
of the Company or any instrument evidencing the same or any agreement under which Senior Debt of the Company is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of the Company; (iii) release
any Person liable in any manner for the collection of Senior Debt of the Company; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.


 


Section
1210 Notice to Trustee.


 


The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect
of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt
of the Company or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions
of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not
have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest
on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the
contrary which may be received by it within three Business Days prior to such date.


 


Subject to the provisions
of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be
a holder of Senior Debt of the Company (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt
of the Company (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt of the Company to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


 






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Section
1211 Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution
of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 601, and the Holders of the Securities
shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending,
or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent
or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.


 


Section
1212 Trustee Not Fiduciary for Holders of Senior Debt of the Company.


 


The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Debt of the Company and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or to the Company, a Subsidiary Guarantor or to any other Person cash,
property or securities to which any holders of Senior Debt of the Company shall be entitled by virtue of this Article or otherwise.


 


Section
1213 Rights of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee’s Rights.


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt of the Company which may at any
time be held by it, to the same extent as any other holder of Senior Debt of the Company, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder.


 


Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 607.


 


Section
1214 Article Applicable to Paying Agents.


 


In case at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Section 1213 shall not apply to the Company, any Subsidiary Guarantor or any Affiliate of
the Company if it or such Subsidiary Guarantor or Affiliate acts as Paying Agent.


 


Section
1215 Defeasance of this Article Twelve.


 


The subordination of the Securities
of a series provided by this Article Twelve is expressly made subject to the provisions for Defeasance or Covenant Defeasance in Article
Fifteen hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such Defeasance or Covenant Defeasance,
the Securities of such series then outstanding shall thereupon cease to be subordinated pursuant to this Article Twelve.


 






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Article
Thirteen

SUBSIDIARY GUARANTEES


 


Section
1301 Applicability of Article.


 


Unless the Company elects
to issue any series of Securities without the benefit of the Subsidiary Guarantees, which election shall be evidenced in or pursuant to
the Board Resolution or supplemental indenture establishing such series of Securities pursuant to Section 301, the provisions of this
Article shall be applicable to each series of Securities except as otherwise specified in or pursuant to the Board Resolution or supplemental
indenture establishing such series pursuant to Section 301.


 


Section
1302 Subsidiary Guarantees.


 


Subject to Section 1301, each
Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and
delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and
as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise,
in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee
the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company
punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made
punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption,
offer to purchase or otherwise, and as if such payment were made by the Company.


 


Each of the Subsidiary Guarantors
hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected
by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any
release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement
of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal
or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment,
waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase
the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence,
presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security
interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person
or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever,
and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the
obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence
and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce
or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee
for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies
been permitted to be exercised by the Trustee or any of the Holders.


 






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The indebtedness of each Subsidiary
Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the
provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed
to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes.


 


Each Subsidiary Guarantor
shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company
in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee
or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant
series issued hereunder shall have been paid in full.


 


Each Subsidiary Guarantor
that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other
Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to
enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any)
and interest on all Securities of the relevant series issued hereunder shall have been paid in full.


 


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


 






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Section
1303 Execution and Delivery of Subsidiary Guarantees.


 


The Subsidiary Guarantees
to be endorsed on the Securities shall include the terms of the Subsidiary Guarantee set forth in Section 1302 and any other terms that
may be set forth in the form established pursuant to Section 204. Subject to Section 1301, each of the Subsidiary Guarantors hereby agrees
to execute its Subsidiary Guarantee, in a form established pursuant to Section 204, to be endorsed on each Security authenticated and
delivered by the Trustee.


 


The Subsidiary Guarantee shall
be executed on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President, one of its Vice Presidents, or its Secretary.
The signature of any or all of these persons on the Subsidiary Guarantee may be manual or facsimile.


 


A Subsidiary Guarantee bearing
the manual or facsimile signature of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary
Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of the Security on which such Subsidiary Guarantee is endorsed or did not hold such offices at the date of such Subsidiary Guarantee.


 


The delivery of any Security
by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee endorsed thereon
on behalf of the Subsidiary Guarantors and shall bind each Subsidiary Guarantor notwithstanding the fact that Subsidiary Guarantee does
not bear the signature of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its Subsidiary
Guarantee set forth in Section 1302 and in the form of Subsidiary Guarantee established pursuant to Section 204 shall remain in full force
and effect notwithstanding any failure to endorse a Subsidiary Guarantee on any Security.


 


Section
1304 Release of Subsidiary Guarantors.


 


Unless otherwise specified
pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective
Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee
relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this
Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases
to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs
with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor
or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company
or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery
by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating
to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied
with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article
Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required
in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities
of such series and under this Article Thirteen.


 






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Section
1305 Additional Subsidiary Guarantors.


 


Unless otherwise specified
pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company
that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon
as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary
Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance
satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture
as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed
by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute
the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’
rights and equitable principles as may be acceptable to the Trustee in its discretion).


 


Section
1306 Limitation on Liability.


 


Any term or provision of this
Indenture to the contrary notwithstanding, the maximum amount of the Subsidiary Guarantee of any Subsidiary Guarantor shall not exceed
the maximum amount that can be hereby guaranteed by such Subsidiary Guarantor without rendering such Subsidiary Guarantee voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.


 


Article
Fourteen

SUBORDINATION OF SUBSIDIARY GUARANTEES


 


Section
1401 Applicability of Article.


 


Unless otherwise provided
with respect to the Securities of any series in or pursuant to the Board Resolution or supplemental indenture establishing such series
of Securities pursuant to Section 301, the provisions of this Article shall be applicable to each series of Securities.


 


Section
1402 Subsidiary Guarantees Subordinate to Senior Debt of Subsidiary Guarantors.


 


Each Subsidiary Guarantor
covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article (subject to the provisions of Article Four and Article Fifteen), the Subsidiary Guarantee
of such Subsidiary Guarantor is hereby expressly made subordinate and subject in right of payment to the prior payment in full of all
Senior Debt of such Subsidiary Guarantor.


 


No provisions of this Article
Fourteen shall prevent the occurrence of any Event of Default.


 






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Section
1403 Payment Over of Proceeds Upon Dissolution, Etc.


 


In the event of (a) any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith,
relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event
specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”)
the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due
on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities
are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment
or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated
to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated
Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or
distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually
and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor
shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect
of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding.


 


In the event that, notwithstanding
the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all
Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such
Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment
shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such
Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving
effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor.


 






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For purposes of this Article
only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not
be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization
or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable
bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated
in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary
Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary
Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition
of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed
a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor
is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation,
merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.


 


Section
1404 No Payment When Senior Debt of such Subsidiary Guarantor in Default.


 


In the event that any Senior
Payment Default shall have occurred and be continuing, then no Guarantee Payment shall be made unless and until such Senior Payment Default
shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of the relevant Senior Debt
of the Company shall have been paid in full, or provision shall have been made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of such Senior Debt; provided, that nothing in this Section shall prevent the satisfaction of
any sinking fund payment in accordance with Article Sixteen by delivering and crediting pursuant to Section 1602 Securities which have
been acquired (upon redemption or otherwise) prior to such Senior Payment Default.


 


In the event that any Senior
Nonmonetary Default shall have occurred and be continuing, then, upon the receipt by the Company, the Subsidiary Guarantors and the Trustee
of written notice of such Senior Nonmonetary Default from any holder, or agent for the holders, of any Designated Senior Debt of the Company,
no Guarantee Payment shall be made during the applicable Payment Blockage Period; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article Sixteen by delivering and crediting pursuant to Section
1602 Securities which have been acquired (upon redemption or otherwise) prior to the date of such receipt of such written notice. No more
than one Payment Blockage Period may be commenced with respect to the Subsidiary Guarantees during any 360-day period and there shall
be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect. For all purposes of
this paragraph, no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage Period
shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period, whether or not within a period of 360 consecutive
days, unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days.


 






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In the event that, notwithstanding
the foregoing, a Subsidiary Guarantor shall make any Guarantee Payment to the Trustee or any Holder prohibited by the foregoing provisions
of this Section, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as
the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over and delivered forthwith to the Company.


 


The provisions of this Section
shall not apply to any Guarantee Payment with respect to which Section 1403 would be applicable.


 


Section
1405 Payment Permitted If No Default.


 


Nothing contained in this
Article or elsewhere in this Indenture or in any of the Subsidiary Guarantees shall prevent (a) a Subsidiary Guarantor, at any time except
during the pendency of any Guarantor Proceeding referred to in Section 1403 or under the conditions described in Section 1404, from making
Guarantee Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Guarantee Payments or the retention
of such Guarantee Payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such Guarantee
Payment would have been prohibited by the provisions of this Article.


 


Section
1406 Subrogation to Rights of Holders of Senior Debt of such Subsidiary Guarantor.


 


Subject to the payment in
full of all amounts due or to become due on or in respect of Senior Debt of a Subsidiary Guarantor, or the provision for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, the Holders
of the Securities shall be subrogated to the rights of the holders of such Senior Debt of such Subsidiary Guarantor to receive payments
and distributions of cash, property and securities applicable to the Senior Debt of such Subsidiary Guarantor until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Debt of a Subsidiary Guarantor of any cash, property or securities to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article
to the holders of Senior Debt of a Subsidiary Guarantor by Holders of the Securities or the Trustee, shall, as among a Subsidiary Guarantor,
its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the Securities, be deemed to be a payment
or distribution by such Subsidiary Guarantor to or on account of the Senior Debt of such Subsidiary Guarantor.


 


Section
1407 Provisions Solely to Define Relative Rights.


 


The provisions of this Article
are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Debt
of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees
is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary
Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with
all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of
(and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor
other than the holders of Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Debt of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.


 






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Section
1408 Trustee to Effectuate Subordination.


 


Each Holder of a Security
by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


Section
1409 No Waiver of Subordination Provisions.


 


No right of any present or
future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


Without in any way limiting
the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of
the Securities to the holders of Senior Debt of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise
amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under
which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection
of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor
and any other Person.


 


Section
1410 Notice to Trustee.


 


Each Subsidiary Guarantor
shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice
thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least
three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business
Days prior to such date.


 






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Subject to the provisions
of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be
a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of
Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any
payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


 


Section
1411 Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution
of assets of a Subsidiary Guarantor referred to in this Article, the Trustee, subject to the provisions of Section 601, and the Holders
of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Guarantor
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of such
Subsidiary Guarantor and other indebtedness of such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article.


 


Section
1412 Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary Guarantor.


 


The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Debt of a Subsidiary Guarantor and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to the Company, a Subsidiary Guarantor, or to any other Person
cash, property or securities to which any holders of Senior Debt of such Subsidiary Guarantor shall be entitled by virtue of this Article
or otherwise.


 


Section
1413 Rights of Trustee as Holder of Senior Debt of such Subsidiary Guarantor; Preservation of Trustee’s Rights.


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt of a Subsidiary Guarantor which
may at any time be held by it, to the same extent as any other holder of Senior Debt of such Subsidiary Guarantor, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 607.


 






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Section
1414 Article Applicable to Paying Agents.


 


In case at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Section 1413 shall not apply to the Company, any Subsidiary Guarantor or any Affiliate of
the Company if it or such Subsidiary Guarantor or Affiliate acts as Paying Agent.


 


Section
1415 Defeasance of this Article Fourteen.


 


The subordination of the Subsidiary
Guarantees provided by this Article Fourteen is expressly made subject to the provisions for Defeasance or Covenant Defeasance of a series
of Securities in Article Fifteen hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such Defeasance
or Covenant Defeasance with respect to a series of Securities, the Subsidiary Guarantees of the Securities of such series shall thereupon
cease to be subordinated pursuant to this Article Fourteen.


 


Article
Fifteen

DEFEASANCE AND COVENANT DEFEASANCE


 


Section
1501 Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at
its option at any time, to have Section 1502 or Section 1503 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 301 as being defeasible pursuant to such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced
in or pursuant to a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.


 






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Section
1502 Defeasance and Discharge.


 


Upon the Company’s exercise
of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall
be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its
obligations with respect to its Subsidiary Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease
to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions
set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all
its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section
1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities
when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each
Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable,
their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.


 


Section
1503 Covenant Defeasance.


 


Upon the Company’s exercise
of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Section 801(3), Sections 1005 through 1008, inclusive, and any covenants provided pursuant
to Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such Securities, and (2) the occurrence of any event specified
in Sections 501(5) (with respect to any of Section 801(3), Sections 1005 through 1008, inclusive, and any such covenants provided pursuant
to Section 301(22), 901(2) or 901(7)), 501(6), 501(7)), 501(10) and 501(11) shall be deemed not to be or result in an Event of Default
and (3) the provisions of Articles Twelve, Thirteen and Fourteen shall cease to be effective, in each case with respect to such Securities
and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein
called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company and the Subsidiary Guarantors, as applicable, may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(5)) or Article
Twelve, Thirteen or Article Fourteen, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.


 






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Section
1504 Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the
conditions to the application of Section 1502 or Section 1503 to any Securities or any series of Securities, as the case may be:


 


		(1)	The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee
which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,
the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (C) a combination thereof, in each case 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, and
which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As
used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States
of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.



 


		(2)	In the event of an election to have Section 1502 apply to any Securities or any series of Securities,
as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change
in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance
and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit and Defeasance were not to occur.



 






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		(3)	In the event of an election to have Section 1503 apply to any Securities or any series of Securities,
as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.



 


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



 


		(5)	No event which is, or after notice or lapse of time or both would become, an Event of Default with respect
to such Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections
501(7) and (8), at any time on or prior to the 121st day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 121st day).



 


		(6)	Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within
the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).



 


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



 


		(8)	At the time of such deposit, (A) no default in the payment of any principal of or premium or interest
on any Senior Debt of the Company or any Subsidiary Guarantor shall have occurred and be continuing, (B) no event of default with respect
to any Senior Debt of the Company or any Subsidiary Guarantor shall have resulted in such Senior Debt becoming, and continuing to be,
due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been
made or duly provided for), and (C) no other event of default with respect to any Senior Debt of the Company or any Subsidiary Guarantor
shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee
on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and
payable.



 


		(9)	The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit
shall not cause either the Trustee or the trust so created to be subject to the Investment Company Act of 1940.



 


		(10)	The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.



 






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Section
1505 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions
of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
or other qualifying trustee (solely for purposes of this Section and Section 1506, the Trustee and any such other trustee are referred
to collectively as the “Trustee”) pursuant to Section 1504 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust shall not be
subject to the provisions of Article Twelve or Article Fourteen.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 1504 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1504 with respect to any Securities which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.


 


Section
1506 Reinstatement.


 


If the Trustee or the Paying
Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1502 or 1503 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust pursuant to Section 1505 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities
to receive such payment from the money so held in trust.


 






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Article
Sixteen

SINKING FUNDS


 


Section
1601 Applicability of Article.


 


The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by
Section 301 for such Securities.


 


The minimum amount of any
sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 1602. Each sinking fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.


 


Section
1602 Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section
1603 Redemption of Securities for Sinking Fund.


 


Not less than 35 days prior
to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 1602 and will also deliver to the Trustee any Securities to be so delivered. Not less than 32 days prior
to 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 1103 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 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.


 


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


 






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


 


	 	ISSUER:
	 	 	 
	 	GULFPORT ENERGY CORPORATION
	 	 	 
	 	By: 	                    
	 	Name: 	 
	 	Title: 	 



 


	 	SUBSIDIARY GUARANTORS:
	 	 	 
	 	[INSERT SUBSIDIARY GUARANTORS]
	 	 	 
	 	By: 	               
	 	Name: 	 
	 	Title: 	 



 


	 	TRUSTEE:
	 	 	 
	 	[TRUSTEE’S NAME],
	 	as Trustee
	 	 	 
	 	By: 	                    
	 	Name: 	
	 	Title: 	 











 


[Signature page to Senior Indenture]


 






     


     


    

 


SCHEDULE I


 


SUBSIDIARY GUARANTORS


 


	
    SUBSIDIARY


	 	
    STATE OF ORGANIZATION

    

	 	 	 
	[Insert Subsidiary Guarantors]	 	 


 


 


 


Schedule I-1