Exhibit 4.1


 





 



 









GULFPORT ENERGY
CORPORATION,


 


AS ISSUER


 


AND


 


THE SUBSIDIARY GUARANTORS NAMED HEREIN,


 


AS SUBSIDIARY GUARANTORS


 


TO


 


[TRUSTEE’S NAME],


 


_____________________________


 


AS TRUSTEE


 


SENIOR INDENTURE


 


DATED AS OF __________, 20__


 


_____________________________


 


 



 






     


     


    

 


TABLE OF CONTENTS


 	Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	1
	Section 101	 	Definitions	1
	Section 102	 	Compliance Certificates and Opinions	5
	Section 103	 	Form of Documents Delivered to Trustee	6
	Section 104	 	Acts of Holders; Record Dates	6
	Section 105	 	Notices, Etc., to Trustee and Company	8
	Section 106	 	Notice to Holders; Waiver	9
	Section 107	 	Conflict with Trust Indenture Act	9
	Section 108	 	Effect of Headings and Table of Contents	9
	Section 109	 	Successors and Assigns	9
	Section 110	 	Separability Clause	9
	Section 111	 	Benefits of Indenture	9
	Section 112	 	Governing Law	10
	Section 113	 	Legal Holidays	10
	Section 114	 	No Recourse Against Others	10
	 	 	 	 
	Article Two SECURITY FORMS 	10
	Section 201	 	Forms Generally	10
	Section 202	 	Form of Face of Security	11
	Section 203	 	Form of Reverse of Security	13
	Section 204	 	Form of Subsidiary Guarantee	16
	Section 205	 	Form of Legend for Global Securities	19
	Section 206	 	Form of Trustee’s Certificate of Authentication	19
	 	 	 	 
	Article Three THE SECURITIES 	21 
	Section 301	 	Amount Unlimited; Issuable in Series	21
	Section 302	 	Denominations	22
	Section 303	 	Execution, Authentication, Delivery and Dating	23
	Section 304	 	Temporary Securities	25
	Section 305	 	Registration, Registration of Transfer and Exchange	25
	Section 306	 	Mutilated, Destroyed, Lost and Stolen Securities	27
	Section 307	 	Payment of Interest; Interest Rights Preserved	28
	Section 308	 	Persons Deemed Owners	29
	Section 309	 	Cancellation	29
	Section 310	 	Computation of Interest	30
	 	 	 	 
	Article Four SATISFACTION AND DISCHARGE 	30 
	Section 401	 	Satisfaction and Discharge of Indenture	30
	Section 402	 	Application of Trust Money	31




 






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	Article Five REMEDIES 	31
  
	Section 501	 	Events of Default	31
	Section 502	 	Acceleration of Maturity; Rescission and Annulment	33
	Section 503	 	Collection of Indebtedness and Suits for Enforcement by Trustee	34
	Section 504	 	Trustee May File Proofs of Claim	35
	Section 505	 	Trustee May Enforce Claims Without Possession of Securities	35
	Section 506	 	Application of Money Collected	35
	Section 507	 	Limitation on Suits	36
	Section 508	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	36
	Section 509	 	Restoration of Rights and Remedies	37
	Section 510	 	Rights and Remedies Cumulative	37
	Section 511	 	Delay or Omission Not Waiver	37
	Section 512	 	Control by Holders	37
	Section 513	 	Waiver of Past Defaults	37
	Section 514	 	Undertaking for Costs	38
	Section 515	 	Waiver of Usury, Stay or Extension Laws	38
	 	 	 	 
	Article Six THE TRUSTEE 	39
	Section 601	 	Certain Duties and Responsibilities	39
	Section 602	 	Notice of Defaults	39
	Section 603	 	Certain Rights of Trustee	39
	Section 604	 	Not Responsible for Recitals or Issuance of Securities	40
	Section 605	 	May Hold Securities	40
	Section 606	 	Money Held in Trust	40
	Section 607	 	Compensation and Reimbursement	40
	Section 608	 	Conflicting Interests	40
	Section 609	 	Corporate Trustee Required; Eligibility	40
	Section 610	 	Resignation and Removal; Appointment of Successor	41
	Section 611	 	Acceptance of Appointment by Successor	42
	Section 612	 	Merger, Conversion, Consolidation or Succession to Business	42
	Section 613	 	Preferential Collection of Claims Against Company and Subsidiary Guarantors	43
	Section 614	 	Appointment of Authenticating Agent	43
	 	 	 	 
	Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	44
	Section 701	 	Company to Furnish Trustee Names and Addresses of Holders	44
	Section 702	 	Preservation of Information; Communications to Holders	44
	Section 703	 	Reports by Trustee	44
	Section 704	 	Reports by Company and Subsidiary Guarantors	44
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	45
	Section 801	 	Company May Consolidate, Etc., Only on Certain Terms	45
	Section 802	 	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms	45
	Section 803	 	Successor Substituted	46



 






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	Article Nine SUPPLEMENTAL INDENTURES 	46
	Section 901	 	Supplemental Indentures Without Consent of Holders	46
	Section 902	 	Supplemental Indentures With Consent of Holders	47
	Section 903	 	Execution of Supplemental Indentures	48
	Section 904	 	Effect of Supplemental Indentures	48
	Section 905	 	Conformity with Trust Indenture Act	48
	Section 906	 	Reference in Securities to Supplemental Indentures	48



 


	Article Ten COVENANTS 	49
	Section 1001	 	Payment of Principal, Premium and Interest	49
	Section 1002	 	Maintenance of Office or Agency	49
	Section 1003	 	Money for Securities Payments to Be Held in Trust	49
	Section 1004	 	Statement by Officers as to Default	50
	Section 1005	 	Existence	50
	Section 1006	 	Maintenance of Properties	50
	Section 1007	 	Payment of Taxes and Other Claims	50
	Section 1008	 	Maintenance of Insurance	50
	Section 1009	 	Waiver of Certain Covenants	50
	 	 	 	 
	Article Eleven REDEMPTION OF SECURITIES 	51
	Section 1101	 	Applicability of Article	51
	Section 1102	 	Election to Redeem; Notice to Trustee	51
	Section 1103	 	Selection by Trustee of Securities to Be Redeemed	51
	Section 1104	 	Notice of Redemption	52
	Section 1105	 	Deposit of Redemption Price	52
	Section 1106	 	Securities Payable on Redemption Date	52
	Section 1107	 	Securities Redeemed in Part	52
	 	 	 	 
	Article Twelve [INTENTIONALLY OMITTED] 	53
	 	 
	Article Thirteen SUBSIDIARY GUARANTEES 	53
	Section 1301	 	Applicability of Article	53
	Section 1302	 	Subsidiary Guarantees	53
	Section 1303	 	Execution and Delivery of Subsidiary Guarantees	54
	Section 1304	 	Release of Subsidiary Guarantors	55
	Section 1305	 	Additional Subsidiary Guarantors	55
	Section 1306	 	Limitation on Liability	55
	 	 	 	 
	Article Fourteen [INTENTIONALLY OMITTED] 	56
	 	 
	Article Fifteen DEFEASANCE AND COVENANT DEFEASANCE 	56
	Section 1501	 	Company’s Option to Effect Defeasance or Covenant Defeasance	56
	Section 1502	 	Defeasance and Discharge	56
	Section 1503	 	Covenant Defeasance	56
	Section 1504	 	Conditions to Defeasance or Covenant Defeasance	57
	Section 1505	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	59
	Section 1506	 	Reinstatement	59
	 	 	 	 
	Article Sixteen SINKING FUNDS 	60
	Section 1601	 	Applicability of Article	60
	Section 1602	 	Satisfaction of Sinking Fund Payments with Securities	60
	Section 1603	 	Redemption of Securities for Sinking Fund	60


 









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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)	 	Not Applicable
	(b)	 	608, 610
	Section 311 (a)	 	613
	(b)	 	613
	Section 312(a)	 	701,702
	702 702	 	 
	Section 313(a)	 	703
	703 703 5:38:58 AM]	 	 
	(d)	 	703
	Section 314(a)	 	704
	(a)(4)	 	101, 1004
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	Not Applicable 102	 	 
	Section 315(a)	 	601
	602 601 601 514	 	 
	Section 316(a)	 	101
	(a)(1)(A)	 	502,512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	508 104	 	 
	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; and



 


		(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.



 


“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;



 


		(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.


 


“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.


 


“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.


 


“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.


 






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“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.


 


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;



 






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		(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.


 






    6


     


    

 


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.


 






    7


     


    

 


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.



 






    8


     


    

 


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.


 


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 enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 






    9


     


    

 


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 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.


 


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.


 






    10


     


    

 


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].


 


[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.]


 






    11


     


    

 


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:  	                          


 


[Attent:___________________________] 




 






    12


     


    

 


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 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,


 






    13


     


    

 


	
    Year
	 	
    Redemption
    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.]


 


[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 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.]


 






    14


     


    

 


[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.


 


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].


 






    15


     


    

 


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 [insert if applicable — 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.


 


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.


 






    16


     


    

 


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.


 


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.


 






    17


     


    

 


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:	 



 






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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


 






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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).


 






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



 


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



 


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



 


		(6)	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;



 


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



 


		(8)	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;



 






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		(9)	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;



 


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



 


		(11)	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;



 


		(12)	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;



 


		(13)	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);



 


		(14)	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;



 


		(15)	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);



 


		(16)	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;



 


		(17)	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;



 






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		(18)	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;



 


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



 


		(20)	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



 


		(21)	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.


 


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.


 






    23


     


    

 


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 Section 201 and Section 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.


 


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.


 






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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.


 


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.


 






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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, Section 906, Section 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.


 


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.



 






    26


     


    

 


		(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, Section 306, Section 906 or Section
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.


 


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).


 






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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).



 






    28


     


    

 


		(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 Section 304, Section 305, Section 306, Section 1002 and Section 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.


 


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 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



 






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		(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



 


		(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



 






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		(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 Section 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 Section 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.


 


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



 






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		(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.



 


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.


 






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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.


 


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: 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


 






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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.


 


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.


 






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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.


 


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


 






    37


     


    

 


		(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;



 


		(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.



 






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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 Section 608 and Section 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.


 


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.


 






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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.


 


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.


 


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.


 






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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.


 


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:	 
	 	 	Authorized Officer



 




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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.


 


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.


 






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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.



 


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.



 






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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.



 


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 Section 201 and Section 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



 


		(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.



 






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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 of the Securities, 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 Section 611 and Section 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.



 


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.


 






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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.


 


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.


 


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.


 






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Section
1004
Statement by Officers as to Default.


 


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 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.


 


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.


 


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(21), Section 901(2) or Section 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

[INTENTIONALLY OMITTED]


 


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 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.


 


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.


 






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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.


 


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.


 






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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.


 


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.


 






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Article
Fourteen

[INTENTIONALLY OMITTED]


 


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 Section 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.


 


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, 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 Section 304, Section 305, Section 306, Section 1002 and Section 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(21), Section 901(2) or Section 901(7) for the benefit of the Holders of such Securities, and (2) the occurrence of any
event specified in Section 501(5) (with respect to any of Section 801(3), Sections 1006 through 1008, inclusive, and any such covenants
provided pursuant to Section 301(21), Section 901(2) or Section 901(7), Section 501(6), Section 501(7)), Section 501(10) and Section 501(11)
shall be deemed not to be or result in an Event of Default and ((3) the provisions of Article Thirteen 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 Thirteen, 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.



 






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		(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.



 


		(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 Section
501(6), 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)	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.



 


		(9)	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.


 


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 Section 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 Section 1106 and Section 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