Exhibit 4.7


 


SAFE BULKERS, INC.

as Issuer,


 


and


 


[ ]

as Trustee


 


INDENTURE



Dated as of [ ]


 


PROVIDING FOR ISSUANCE OF DEBT SECURITIES



    	 



    	



    

CROSS-REFERENCE TABLE*


	Trust Indenture	Indenture
	Act Section	Section
	310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	N.A.
	 	(a)(4)	N.A.
	 	(a)(5)	7.10
	 	(b)	7.10
	 	(c)	N.A.
	311	(a)	7.11
	 	(b)	7.11
	 	(c)	N.A.
	312	(a)	2. 5
	 	(b)	11.3
	 	(c)	11.3
	313	(a)	7.6
	 	(b)(1)	N.A.
	 	(b)(2)	7.6; 7.7
	 	(c)	7.6; 11.2
	 	(d)	7.6
	314	(a)	11.2; 11.04
	 	(b)	N.A.
	 	(c)(1)	11.4
	 	(c)(2)	11.4
	 	(c)(3)	N.A.
	 	(d)	N.A.
	 	(e)	11.5
	 	(f)	N.A.
	315	(a)	7.1; 7.2
	 	(b)	7.5; 11.2
	 	(c)	7.1
	 	(d)	7.1
	 	(e)	6.11
	316	(a) (last sentence)	2.9
	 	(a)(1)(A)	6.5
	 	(a)(1)(B)	6.4
	 	(a)(2)	N.A.
	 	(b)	6.7
	 	(c)	2.12
	317	(a)(1)	6.8
	 	(a)(2)	6.9
	 	(b)	2.4




    	-i-



    	



    

	318	(a)	11.1
	 	(b)	N.A.
	 	(c)	11.1




 


N.A. means
not applicable.


 


* This Cross
Reference Table is not part of this Indenture.



    	-ii-



    	



    

TABLE OF CONTENTS


 


Page


 


ARTICLE
I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	7
	Section 1.3	Incorporation by Reference of Trust Indenture Act	7
	Section 1.4	Rules of Construction	8


 


ARTICLE
II


 


THE NOTES


	Section 2.1	Form and Dating	8
	Section 2.2	Execution and Authentication	11
	Section 2.3	Registrar and Paying Agent	11
	Section 2.4	Paying Agent to Hold Money in Trust	12
	Section 2.5	Holder Lists	12
	Section 2.6	Transfer and Exchange	12
	Section 2.7	Replacement Notes	25
	Section 2.8	Outstanding Notes	25
	Section 2.9	Treasury Notes	25
	Section 2.10	Temporary Notes	26
	Section 2.11	Cancellation	26
	Section 2.12	Defaulted Interest	26
	Section 2.13	CUSIP Numbers	26


 


ARTICLE
III


 


REDEMPTION AND PREPAYMENT


 


	Section 3.1	Redemption and Prepayment	27


 


ARTICLE
IV


 


COVENANTS


 


	Section 4.1	Payment of Notes	27
	Section 4.2	Maintenance of Office or Agency	27



 


ARTICLE
V


 


SUCCESSORS


 


	Section 5.1	Merger, Consolidation or Sale of Assets	28




    	-iii-



    	



    


	Section 5.2	Successor Person Substituted	28


 


ARTICLE
VI


 


DEFAULTS
AND REMEDIES


 


	Section 6.1	Events of Default	28
	Section 6.2	Acceleration	30
	Section 6.3	Other Remedies	30
	Section 6.4	Waiver of Existing Defaults	30
	Section 6.5	Control by Majority	31
	Section 6.6	Limitation on Suits	31
	Section 6.7	Rights of Holders of Notes to Receive Payment	31
	Section 6.8	Collection Suit by Trustee	31
	Section 6.9	Trustee May File Proofs of Claim	32
	Section 6.10	Priorities	32
	Section 6.11	Undertaking for Costs	33


 


ARTICLE
VII


 


TRUSTEE


 


	Section 7.1	Duties of Trustee	33
	Section 7.2	Rights of Trustee	34
	Section 7.3	Individual Rights of Trustee	35
	Section 7.4	Trustee’s Disclaimer	35
	Section 7.5	Notice of Defaults	36
	Section 7.6	Reports by Trustee to Holders	36
	Section 7.7	Compensation and Indemnity	36
	Section 7.8	Replacement of the Trustee	37
	Section 7.9	Successor Trustee by Merger, etc	38
	Section 7.10	Eligibility; Disqualification	38
	Section 7.11	Preferential Collection of Claims Against the Company	38


 


ARTICLE
VIII


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


	Section 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	38
	Section 8.2	Legal Defeasance and Discharge	38
	Section 8.3	Covenant Defeasance	39
	Section 8.4	Conditions to Legal or Covenant Defeasance	40
	Section 8.5	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	41
	Section 8.6	Repayment to Company	41




    	-iv-



    	



    


	Section 8.7	Reinstatement	42


 


ARTICLE
IX


 


AMENDMENT, SUPPLEMENT AND WAIVER


 


	Section 9.1	Without Consent of Holders of Notes	42
	Section 9.2	With Consent of Holders of Notes	43
	Section 9.3	Compliance with Trust Indenture Act	44
	Section 9.4	Revocation and Effect of Consents	44
	Section 9.5	Notation on or Exchange of Notes	45
	Section 9.6	Trustee to Sign Amendments, etc	45


 


ARTICLE
X


 


GUARANTEE


 


	Section 10.1	Guarantee	45
	Section 10.2	Limitation on Liability	47
	Section 10.3	Successors and Assigns	48
	Section 10.4	No Waiver	48
	Section 10.5	Modification	48
	Section 10.6	Execution of Supplemental Indenture for Future Guarantors	48
	Section 10.7	Non-Impairment	49


 


ARTICLE
XI


 


MISCELLANEOUS


 


	Section 11.1	Trust Indenture Act Controls	49
	Section 11.2	Notices	49
	Section 11.3	Communication by Holders with Other Holders	50
	Section 11.4	Certificate and Opinion as to Conditions Precedent	50
	Section 11.5	Statements Required in Certificate or Opinion	51
	Section 11.6	Rules by Trustee and Agents	51
	Section 11.7	No Personal Liability of Directors, Officers, Employees, Members and Stockholders	51
	Section 11.8	Governing Law	51
	Section 11.9	No Adverse Interpretation of Other Agreements	52
	Section 11.10	Successors	52
	Section 11.11	Severability	52
	Section 11.12	Counterpart Originals	52
	Section 11.13	Table of Contents, Headings, etc	52
	Section 11.14	Waiver of Jury Trial	52
	Section 11.15	Force Majeure	52




    	-v-



    	



    

ARTICLE
XII


 


SATISFACTION AND DISCHARGE


 


	Section 12.1	Satisfaction and Discharge of Indenture	52
	Section 12.2	Application of Trust Money	53




    	-vi-



    	



    

INDENTURE dated as
of [ ] between Safe Bulkers, Inc, a Republic of the Marshall Islands corporation (as further defined below, the
“Company”) and [ ], as trustee (the “Trustee”).


 


W I T N E
S S E T H:


 


WHEREAS, the Company
has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds
or other evidences of indebtedness (the “Notes”) in an unlimited aggregate principal amount to be issued from
time to time in one or more series as provided in this Indenture; and


 


WHEREAS, all things
necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been
done.


 


The Company and the
Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:


 


ARTICLE
I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1 Definitions.


 


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


 


“Agent”
means any Registrar or Paying Agent.


 


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


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar Federal or state law of any jurisdiction relating to bankruptcy, insolvency,
winding up, liquidation, reorganization or relief of debtors.


 


“Board of Directors”
means the board of directors or comparable governing body of the Company, as the case may be, in either case as constituted as
of the date of any determination required to be made, or action required to be taken, pursuant to this Indenture.


 


“Business Day”
means any day other than a Legal Holiday.



    	 



    	



    

“Capital Stock”
means:


 


(a) in the
case of a corporation, corporate stock;


 


(b) in the
case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(c) in the
case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(d) any other
interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person.


 


“Clearstream”
means Clearstream Banking, société anonyme (formerly Cedelbank), or its successor.


 


“Commission”
or “SEC” means the Securities and Exchange Commission.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.2 or such other address as
to which the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided,
that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a
previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.6,
substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the securities of any series, the Person specified in Section 2.3 as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.


 


“Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels office, or its successor, as operator of the Euroclear system.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.



    	-2-



    	



    

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


 


“Global Note
Legend” means the legend set forth in Section 2.6(f)(ii) which is required to be placed on all Global Notes issued under
this Indenture.


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes.


 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment
for which the United States pledges its full faith and credit.


 


“Guarantee”
or “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary
course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness, measured as the lesser of the
aggregate outstanding amount of the Indebtedness so guaranteed and the face amount of the guarantee.


 


“Guarantor”
means any Subsidiary that executes a supplemental indenture and provides a Subsidiary Guarantee in accordance with the terms of
any supplemental indenture.


 


“Holder”
means a holder of the Notes.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


 


(a) in respect
of borrowed money;


 


(b) evidenced
by bonds, notes, debentures or similar instruments or letters of credit;


 


if and to the extent any of the preceding
items would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.


 


The term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of
any other Person. The amount of any Indebtedness outstanding as of any date shall be:


 


(a) the accreted
value thereof, in the case of any Indebtedness issued with original issue discount; and


 


(b) the principal
amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.



    	-3-



    	



    

“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is not also a QIB.


 


“Issue Date”
with respect to any series of Notes means the date that Notes of any such series are first issued under this Indenture and any
supplemental indenture.


 


“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Non-U.S. Person”
means a Person who is not a U.S. Person.


 


“Note”
or “Notes” has the meaning assigned to it in the preamble.


 


“Note Guarantee”
means any guarantee of the obligations of the Company under this Indenture and the Notes by any Person in accordance with the provisions
of this Indenture.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person (or any person holding an equivalent title of such Person).


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be
the principal executive officer, the chief financial officer (or other principal accounting officer) or the treasurer of the Company
that meets the requirements of Section 11.5.


 


“Opinion of
Counsel” means an opinion from legal counsel that meets the requirements of Section 11.5. The counsel may be an employee
of or counsel to the Company or any Subsidiary of the Company.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


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



    	-4-



    	



    

“Private Placement
Legend” means the legend set forth in Section 2.6(f)(i)(a) to be placed on Notes issued under this Indenture where appropriate.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Register”
means a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of the Notes and of transfers and exchanges of such Notes which the Company shall cause to be kept at the appropriate office of
the Registrar in accordance with Section 2.3.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend,
the Private Placement Legend and the Regulation S Legend deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any Notes initially
sold in reliance on Rule 903 of Regulation S.


 


“Regulation
S Legend” means the legend set forth in Section 2.6(f)(iii) which is required to be placed on all Regulation S Global
Notes issued under this Indenture.


 


“Regulation
S-X” means Regulation S-X promulgated by the Commission.


 


“Responsible
Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) who customarily performs functions similar to those performed by the Persons who at the
time shall be such officer and with direct responsibility for the administration of this Indenture and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Rule 144A
Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee
that



    	-5-



    	



    

will be issued in an initial denomination
equal to the outstanding principal amount of any Notes initially sold in reliance on Rule 144A.


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


“Security”
or “Securities” means one or more of the Notes duly authenticated by the Trustee and delivered pursuant to the
provisions of this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Significant
Subsidiary” means (a) with respect to any Person, any Restricted Subsidiary of such Person which would be considered
a “Significant Subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing such Indebtedness, or, if none, the original documentation
governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest
or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any Person:


 


(a) any corporation,
association or other business entity of which at least 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and, in the case of any such entity of which 50% of the total voting power of shares of Capital Stock is so owned or controlled
by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries also have the right to
control the management of such entity pursuant to contract or otherwise; and


 


(b) any partnership
(i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the
only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).


 


“Subsidiary
Guarantee” means the Guarantee of the payment of any series of Notes by any Subsidiary of the Company pursuant to the
terms of a supplemental indenture with respect to such Notes executed in accordance with the terms hereof.


 


“Tax”
shall mean any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities
related thereto).



    	-6-



    	



    

“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such
date, then “TIA” means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee”
means [ ], in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.


 


“Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement
Legend.


 


“Unrestricted
Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the
Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that
is deposited with or on behalf of and registered in the name of the Depositary, representing any Notes that do not bear the Private
Placement Legend.


 


“U.S. Person”
means a U.S. person as defined in Rule 902(k) under the Securities Act.


 


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


 


Section 1.2 Other
Definitions.


 


	Term	 	Defined

in Section
	“Authentication Order” 	 	2.2	 
	“Covenant Defeasance” 	 	8.3	 
	“DTC” 	 	2.3	 
	“Event of Default” 	 	6.1	 
	“Guaranteed Obligations” 	 	10.1	 
	“Legal Defeasance” 	 	8.2	 
	“Paying Agent” 	 	2.3	 
	“Payment Default” 	 	6.1	 
	“Purchase Date” 	 	3.9	 
	“Registrar” 	 	2.3	 


 


Section 1.3 Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.


 


The following TIA terms
used in this Indenture have the following meanings:



    	-7-



    	



    

“indenture securities”
means the Notes;


 


“indenture security holder”
means a Holder of a Note;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee”
or “institutional trustee” means the Trustee; and


 


“obligor” on the Notes
means the Company and any successor obligor upon the Notes.


 


All other terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.


 


Section 1.4 Rules
of Construction. Unless the context otherwise requires:


 


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


 


(ii) an accounting
term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(iii) “or”
is not exclusive;


 


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


 


(v) provisions
apply to successive events and transactions;


 


(vi) references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules
adopted by the SEC from time to time;


 


(vii) references
to any statute, law, rule or regulation shall be deemed to refer to the same as from time to time amended and in effect and to
any successor statute, law, rule or regulation;


 


(viii) references
to any contract, agreement or instrument shall mean the same as amended, modified, supplemented or amended and restated from time
to time, in each case, in accordance with any applicable restrictions contained in this Indenture; and


 


(ix) “including”
means “including, without limitation.”


 


ARTICLE
II



THE NOTES


 


Section 2.1 Form
and Dating. (a) General. The Notes shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by



    	-8-



    	



    

law, stock exchange rule or usage or this
Indenture and may reference terms of the Notes. Each Note shall be dated the date of its authentication.


 


The aggregate principal
amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more
series. There shall be set forth in one or more indentures supplemental hereto, prior to the issuance of Notes of any series:


 


(i) the title of the
series (which shall distinguish the Notes of such series from the Notes of all other series;


 


(ii) any limit upon
the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant
to this Indenture);


 


(iii) the dates on which
or periods during which the Notes of the series may be issued, and the dates on, or the range of dates within, which the principal
of and premium, if any, on the Notes of such series are or may be payable or the method by which such date or dates shall be determined
or extended;


 


(iv) the rate or rates
at which the Notes of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether
such interest shall be payable in cash or additional Notes of the same series or shall accrue and increase the aggregate principal
amount outstanding of such series (including if such Securities were originally issued at a discount), the date or dates from which
such interest shall accrue, or the method by which such date or dates shall be determined, the interest payment dates on which
any such interest shall be payable, and the record dates for the determination of Holders to whom interest is payable on such interest
payment dates or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments
and the duration of such extension or deferral;


 


(v) if other than U.S.
Dollars, the currency in which Notes of the series shall be denominated or in which payment of the principal of, premium, if any,
or interest in the Notes of the series shall be payable and any other terms concerning such payment;


 


(vi) the place or places,
if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest
on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer,
exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of
such series may be made;


 


(vii) the price or prices
at which, the period or periods within which or the date or dates on which, and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;



    	-9-



    	



    

(viii) the obligation
or right, if any, of the Company to redeem, purchase or repay Notes of the series pursuant to any sinking fund, amortization or
analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which
or the date or dates on which, and the terms and conditions upon which Notes of the series shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;


 


(ix) if other than the
principal amount thereof, the portion of the principal amount of the securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof;


 


(x) the Guarantors,
if any, of the Notes of the series, and the extent of the guarantees (including provisions relating to seniority, subordination,
and the release of the Guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Securities;


 


(xi) whether the Notes
of the series are to be issued as original issue discount Securities and the amount of discount with which such Notes may be issued;


 


(xii) provisions, if
any, for the defeasance of Notes of the series in whole or in part and any addition or change in the provisions related to satisfaction
and discharge;


 


(xiii) whether the Notes
of the series are to be issued in whole or in part in the form of one or more Global Notes, and, in such case, the Depositary for
such Global Notes, and the terms and conditions, if any, upon which interests in such Global Note or Global Notes may be exchanged
in whole or in part for the individual Notes represented thereby in definitive form registered in the name or names of Persons
other than such Depositary or a nominee or nominees thereof;


 


(xiv) the date as of
which any Global Notes of the series shall be dated if other than the original issuance of the first Security of the series to
be issued;


 


(xv) the form of the
Notes of the series;


 


(xvi) whether the Notes
of such series are subject to subordination and the terms of such subordination;


 


(xvii) any restriction
or condition on the transferability of the Notes such series;


 


(xviii) any addition
or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;


 


(xix) any addition or
change in the provisions related to supplemental indentures which applies to Notes of such series;


 


(xx) provisions, if
any, granting special rights to Holders upon the occurrence of specified events;



    	-10-



    	



    

(xxi) any addition to
or change in the Events of the Default which applies to any Notes of the series; and


 


(xxii) any other terms
of the Notes of such series.


 


(b) Global Notes.
Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and
the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall
be substantially in the form of Exhibit A (without the Global Note Legend thereon and without the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Each Global Note shall represent such outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6.


 


(c) [Reserved]


 


(d) Euroclear and
Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms
and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer
Handbook” of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear and Clearstream)
shall be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear
or Clearstream.


 


Section 2.2 Execution
and Authentication. Two Officers shall sign the Notes for the Company by manual, facsimile, e-mail, pdf or other electronic
signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.


 


A Note shall not be
valid until authenticated by the manual signature (which may be by facsimile, e-mail, pdf or other electronic transmission) of
the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication; and the Trustee shall authenticate and deliver Notes upon a written order of the Company signed by an Officer
of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, and whether the Notes are to be issued as one or more Global
Notes and such other information as the Company may include or the Trustee may



    	-11-



    	



    

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


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


Section 2.3 Registrar
and Paying Agent. The Company shall maintain an office or agency, where Notes may be presented for registration of transfer
or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying
Agent”). Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office
of the Trustee maintained for such purpose. The Registrar shall keep the Register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business
Days’ prior written notice to the Company. The Company shall enter into an appropriate agency agreement with any Agent not
a party to this Indenture, which shall incorporate any applicable terms of the TIA. The Company shall notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. The Company or any of its Subsidiaries may act as Paying Agent
or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Company shall initially
appoint the Trustee to act as the Registrar and Paying Agent and to act as custodian with respect to the Global Notes.


 


Section 2.4 Paying
Agent to Hold Money in Trust. Principal of, premium, if any, and interest on the Notes will be payable at the office of the
Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to Holders at their respective addresses
set forth in the Register; provided, all payments of principal, premium, if any, and interest with respect to the Notes
represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately
available funds to accounts specified by the Holder prior to 11:00 a.m., New York time, on each due date of the principal and interest
on any Note. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium,
if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts
as Paying Agent, it shall segregate and hold in a separate trust fund for the



    	-12-



    	



    

benefit of Holders all money held by it
as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent
for the Notes.


 


Section 2.5 Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of Holders, and the Company shall otherwise comply with TIA § 312(a).


 


Section 2.6 Transfer
and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary,
or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if:


 


(i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is
no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary;


 


(ii) the Company
in its sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and
deliver a written notice to such effect to the Trustee; or


 


(iii) there
shall have occurred and be continuing a Default or Event of Default with respect to the Notes.


 


Upon the occurrence
of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section
2.6 or Section 2.7 or 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may
not be exchanged for another Note other than as provided in this Section 2.6(a); however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.6(b), (c) or (h).


 


(b) Transfer and
Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Prior to the expiration of the 40-day distribution compliance period set forth in Regulation S,
beneficial



    	-13-



    	



    

interests in any Regulation S Global Notes
may be held only through Euroclear or Clearstream unless transferred in accordance with Section 2.6(b)(iii)(A). Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well
as one or more of the other following subparagraphs, as applicable:


 


(i) Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i).


 


(ii) All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar
either:


 


(A) a written
order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged; and


 


(B) instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with
such increase; or


 


(C) a written
order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged;
and


 


(D) instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (A) above.


 


(iii) Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:


 


(A) if the
transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and



    	-14-



    	



    

(B) if the
transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(iv) Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above and:


 


(A) such exchange
or transfer is effected with the Company’s consent; or


 


(B) such exchange
or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar
receives the following:


 


(1) if the
Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications
in item (1)(i) thereof; or


 


(2) if the
Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth
in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such transfer
is effected pursuant to subparagraph (B) above at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) above.


 


Beneficial interests
in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


 


(c) Transfer or Exchange
of Beneficial Interests for Definitive Notes.



    	-15-



    	



    

(i) Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:


 


(A) if the
Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(i) thereof
(provided that any such beneficial interest in Regulation S Global Note shall not be so exchangeable until after the expiration
of the 40-day distribution compliance period set forth in Regulation S);


 


(B) if such
beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C) if such
beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904
under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;


 


(D) if such
beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance
with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(i) thereof;


 


(E) if such
beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(iv)
thereof, if applicable;


 


(F) if such
beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(ii) thereof; or


 


(G) if such
beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof, the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(g), and the Company
shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive



    	-16-



    	



    

Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in
such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons
in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.


 


(ii) Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note only if:


 


(A) such exchange
or transfer is effected with the Company’s consent; or


 


(B) such exchange
or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar
receives the following:


 


(1) if the
Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note
that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(ii) thereof; or


 


(2) if the
Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth
in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(iii) Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(ii),
the Trustee shall cause



    	-17-



    	



    

the aggregate principal amount
of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(g), and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall be registered in such
name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive


 


Notes to the Persons
in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.6(c)(iii) shall not bear the Private Placement Legend.


 


(d) Transfer and
Exchange of Definitive Notes for Beneficial Interests in Global Notes.


 


(i) Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A) if the
Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(ii) thereof;


 


(B) if such
Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C) if such
Restricted Definitive Note is being transferred to a Non- U.S. Person in an offshore transaction in accordance with Rule 903 or
Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (2) thereof;


 


(D) if such
Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(i) thereof;


 


(E) if such
Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto,



    	-18-



    	



    

including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable;


 


(F) if such
Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or


 


(G) if such
Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B here to, including the certifications in item (3)(iii) thereof, the Trustee shall cancel
the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note or, in the case of clause
(C) above, the Regulation S Global Note.


 


(ii) Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:


 


(A) such exchange
or transfer is effected with the Company’s consent; or


 


(B) such exchange
or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar
receives the following:


 


(1) if the
Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iii) thereof; or


 


(2) if the
Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


 


and, in each such case set forth
in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.



    	-19-



    	



    

Upon satisfaction
of the conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(iii) Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such exchange
or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B) or (iii) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.2, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of Definitive Notes so transferred.


 


(e) Transfer and
Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to
such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes
duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder
or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e):


 


(i) Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A) if the
transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B) if the
transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; and


 


(C) if the
transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.



    	-20-



    	



    

(ii) Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if:


 


(A) such exchange
or transfer is effected with the Company’s consent; or


 


(B) such exchange
or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar
receives the following:


 


(1) if the
Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iv) thereof; or


 


(2) if the
Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth
in this subparagraph (B), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iii) Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f) Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture:


 


(i) Private
Placement Legend.


 


(A) Except
as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the following form:


THE NOTE (OR ITS PREDECESSOR)
EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES



    	-21-



    	



    

SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT,


 


(C) OUTSIDE THE UNITED STATES
TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY
SO REQUESTS), (II) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION,
AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.


 


(B) Notwithstanding
the foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii),
(d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend.


 


(ii) Global
Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS



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GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


(iii) Regulation
S Legend. Each Regulation S Global Note should bear a legend in substantially the following form:


 


THIS NOTE (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE
STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


(g) Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect



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such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h) General Provisions
Relating to Transfers and Exchanges.


 


(i) To permit
registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive
Notes upon the Company’s order or at the Registrar’s request.


 


(ii) No service
charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange
or transfer pursuant to Sections 2.10 and 9.5).


 


(iii) The Registrar
shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.


 


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


 


(v) The Company
shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest
payment date.


 


(vi) Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by
notice to the contrary.


 


(vii) The Trustee
shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2.


 


(viii) All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to
effect a registration of transfer or exchange may be submitted by facsimile, e-mail, pdf or other electronic transmission.



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(ix) Each Holder
of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange
or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal
or state securities law.


 


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


 


(xi) Neither
the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.


 


(xii) Notwithstanding
anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article II, shall
not be deemed to be an incurrence of Indebtedness.


 


Section 2.7 Replacement
Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order,
shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. 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 cost or expense in connection therewith (including the fees and expenses of the Trustee and the fees and
expenses of counsel to the Company and counsel to the Trustee (to the extent the Company would otherwise be responsible for such
cost or expense)).


 


Every replacement Note
is an additional legally binding obligation of the Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.


 


Section 2.8 Outstanding
Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with
the provisions of this Indenture, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9,
a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.



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If a Note is replaced pursuant
to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held
by a bona fide purchaser.


 


If the principal amount
of any Note is considered paid under Section 4.1, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to
pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.


 


Section 2.9 Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company, or by any Person directly or indirectly controlled by or under direct or indirect common
control with the Company or, if the TIA is applicable to this Indenture, to the extent required by the TIA, any person controlling
the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are
so owned shall be so disregarded.


 


Section 2.10 Temporary
Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt
of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated
Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes in exchange
for temporary Notes.


 


Holders of temporary Notes
shall be entitled to all of the benefits of this Indenture.


 


Section 2.11 Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel
all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled
Notes in its customary manner. The Company may not issue new Notes to replace Notes that they have paid or that have been delivered
to the Trustee for cancellation.


 


Section 2.12 Defaulted
Interest. If the Company default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest, which interest on defaulted interest shall accrue
until the defaulted interest is deemed paid hereunder, to the Persons who are Holders on a subsequent special record date, in each
case at the rate provided in the Notes and in Section 4.1. The Company shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each
such special record date and payment date; provided that no such special record date 



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shall be less than 10 days prior to
the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.


 


Section 2.13 CUSIP Numbers.
The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the “CUSIP” numbers of any Notes.


 


ARTICLE
III


 


REDEMPTION
AND PREPAYMENT


 


Section 3.1 Redemption
and Prepayment. The redemption and prepayment terms with respect to any series of Notes will be set forth in one or more supplemental
indentures governing such series of Notes.


 


ARTICLE
IV


 


COVENANTS


 


Section 4.1 Payment of
Notes. The Company shall pay or cause to be paid the principal, premium, if any, and interest on the Notes on the dates and
in the manner provided in the Notes. 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.


 


The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1.00% per
annum in excess of the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful.


 


Section 4.2 Maintenance
of Office or Agency. The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such




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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.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes 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 their obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes. The Company shall 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.


 


The Company hereby designates
[ ], as one such office or agency of the Company in accordance with Section 2.3.


 


ARTICLE
V


 


SUCCESSORS


 


Section 5.1 Merger, Consolidation
or Sale of Assets. The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person or (2)
sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to another Person; unless:


 


(a) either:


 


(i) the Company
is the surviving Person; or


 


(ii) the
Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the
Republic of the Marshall Islands, the United States, any state thereof or the District of Columbia, provided that if
the Person formed by or surviving any such consolidation or merger with the Company is a limited liability company or a
Person other than a corporation, a corporate co-issuer shall also be an obligor with respect to the Notes;


 


(b) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer,
conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture
pursuant to agreements reasonably satisfactory to the Trustee; and


 


(c) immediately after such
transaction no Default or Event of Default exists.


 


In addition, the Company
may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions,
to any other Person.



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Section 5.2 Successor
Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor Person formed by such consolidation
or into which the Company is merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted
for, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor Person
had been named herein as the Company, and (except in the case of a lease) the Company shall be released from the obligations under
the Notes and this Indenture, except with respect to any obligations that arise from, or are related to, such transaction.


 


ARTICLE
VI


 


DEFAULTS
AND REMEDIES


 


Section 6.1 Events of
Default. Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the
term “Event of Default” as used in this Indenture with respect to Notes of any series shall mean one
of the following described events unless it is either inapplicable to a particular series or it is specifically deleted or modified
in a supplemental indenture:


 


(a) default for 30 consecutive
days in the payment when due of interest on the Notes of such series;


 


(b) default for 3 consecutive
business days in payment when due of the principal of or premium, if any, on the Notes of such series;


 


(c) failure by the Company
or any of its Restricted Subsidiaries for 90 consecutive days after written notice thereof has been given to the Company by the
Trustee at the direction of Holders of at least 25% of the aggregate principal amount of the Notes of such series outstanding to
comply with any of their other covenants or agreements in this Indenture;


 


(d) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Subsidiaries) whether such Indebtedness or guarantee now exists or is created after the Issue Date, if that default:


 


(i) is caused by
a failure to pay at final stated maturity the principal amount on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a “Payment Default”) or


 


(ii) results in
the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of
any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $100.0 million or more;



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(e) failure by the Company
or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million,
net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed
for a period of 60 days;


 


(f) the Company or any of
its Significant Subsidiaries pursuant to or within the meaning of Bankruptcy Law:


 


(i) commences a
voluntary case,


 


(ii) consents to
the entry of an order for relief against it in an involuntary case,


 


(iii) consents
to the appointment of a custodian of it or for all or substantially all of its property, or


 


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


 


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


 


(i) is for relief
against the Company or any of its Significant Subsidiaries in an involuntary case;


 


(ii) appoints a
custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company
or any of its Significant Subsidiaries; or


 


(iii) orders the
liquidation of the Company or any of its Significant Subsidiaries; and the order or decree remains unstayed and
in effect for 60 consecutive days.


 


Section 6.2 Acceleration.
In the case of an Event of Default arising from clause (f) or (g) of Section 6.1 with respect to the Company, all outstanding Notes
shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes
of any series occurs and is continuing, the Trustee at the direction of the Holders of at least 25% in principal amount of the
then outstanding Notes of any series by notice to the Company may declare the Notes of such series to be due and payable immediately.
The Holders of a majority in aggregate principal amount of the Notes of any series then outstanding by written notice to the Trustee
may on behalf of all of the Holders of such series rescind an acceleration and its consequences with respect to such series of
Notes if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except non-payment
of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.


 


Section 6.3 Other Remedies.
If an Event of Default with respect to any series of Notes occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest on such Notes or to enforce the performance 



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of any provision
of such Notes including those under this Indenture as it related to such series of Notes.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by
law.


 


Section 6.4 Waiver of
Existing Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes of any series
by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium,
if any, or interest on, the Notes of such series (including in connection with an offer to purchase) (provided, however,
that the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.5 Control by
Majority. Holders of a majority in principal amount of the then outstanding Notes of any series may direct the time, method
and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred
on it, in each case with respect to such series. However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be prejudicial to the rights of other Holders or that may involve the Trustee
in personal liability. The Trustee may take any other action which it deems proper that is not inconsistent with any such directive.


 


Section 6.6 Limitation
on Suits. A Holder may pursue a remedy with respect to this Indenture or the Notes only if:


 


(a) the Holder gives to
the Trustee written notice of a continuing Event of Default with respect to the series of Notes held by such Holder;


 


(b) the Holders of at least
25% in principal amount of the then outstanding Notes of such series make a written request to the Trustee to pursue the remedy;


 


(c) such Holder or Holders
of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d) the Trustee does not
comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity;
and



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(e) during such 60-day period
the Holders of a majority in principal amount of the then outstanding Notes of such series do not give the Trustee a direction
inconsistent with the request.


 


A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.


 


Section 6.7 Rights of
Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal, premium, if any, and interest on any Note, on or after the respective due dates expressed in such Note (including
in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.


 


Section 6.8 Collection
Suit by Trustee. If an Event of Default specified in Section 6.1(a) or (b) occurs and is continuing with respect to any series
of Notes, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium, if any, and interest remaining unpaid on such Notes and interest on overdue principal
and, to the extent lawful, interest and 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.


 


Section 6.9 Trustee May
File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and Holders allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian 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 Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. To
the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.7 out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



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Section 6.10 Priorities.
If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:


 


First: to the Trustee,
its agents and attorneys for amounts due under Section 7.7, including payment of all compensation, expense and liabilities incurred,
and all advances made, by the Trustee and the costs and expenses of collection;


 


Second: to Holders
for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and


 


Third: to the Company
or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.


 


Section 6.11 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 or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant
to Section 6.7, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes of such series.


 


ARTICLE
VII


 


TRUSTEE


 


Section 7.1 Duties of
Trustee. (a) If an Event of Default with respect to the Notes of any series has occurred and is continuing, the Trustee shall,
with respect to such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.


 


(b) Except during the continuance
of an Event of Default with respect to any series of Notes:


 


(i) the duties
of the Trustee, with respect to the Notes of any series, shall be determined solely by the express provisions of this Indenture
and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and



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(ii) in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions required to be furnished to the Trustee hereunder and conforming to the requirements
of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be furnished
to it, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).


 


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


 


(i) this paragraph
(c) does not limit the effect of paragraph (b) of this Section 7.1;


 


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


 


(iii) the Trustee
shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.5.


 


(d) Whether or not therein
expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b),
and (c) of this Section 7.1.


 


(e) No provision of this
Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation
to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss, liability, claim, damage or expense.


 


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


 


(g) 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 or other paper or documents.


 


Section 7.2 Rights of
Trustee. (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document
(whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.


 


(b) Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it 



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takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its own selection and the written advice or opinion of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.


 


(c) The Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care.


 


(d) The Trustee shall not
be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


 


(e) Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from either of the Company shall be sufficient if signed by
an Officer of the Company.


 


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


 


(g) The Trustee shall not
be charged with knowledge of any Default or Event of Default unless either (i) a Responsible Officer of the Trustee shall have
actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been
given to and received at the Corporate Trust Office of the Trustee by the Company or any Holder and such notice references the
Notes and this Indenture.


 


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


 


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


 


(j) The rights, privileges,
protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended
to, and shall be 



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enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.


 


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


 


Section 7.3 Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the
event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days and apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11.


 


Section 7.4 Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company
or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication.


 


Section 7.5 Notice of
Defaults. If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee,
the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after the Trustee acquires knowledge
thereof. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note,
the Trustee may withhold the notice if and so long as a Responsible Officer of the Trustee in good faith determines that withholding
the notice is in the interests of Holders.


 


Section 7.6 Reports by
Trustee to Holders. By March 15th of each year, and for so long as any Notes remain outstanding, the Trustee shall mail to
Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA §
313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall
comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).


 


A copy of each report at
the time of its mailing to Holders shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed or delisted
on any stock exchange.


 


Section 7.7 Compensation
and Indemnity. The Company shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance
of this Indenture 



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and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all disbursements, advances and
expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.


 


The Company and the Parent
Guarantor shall, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities,
claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including
this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnity of which a Responsible Officer has received
written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of their obligations hereunder. The
Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without their consent,
which consent shall not be unreasonably withheld.


 


The obligations of the Company
in this Section 7.7 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this
Indenture.


 


To secure the Company’s
payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such
Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.


 


The Trustee shall comply
with the provisions of TIA § 313(b)(2) to the extent applicable.


 


Section 7.8 Replacement
of the Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.



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The Trustee may resign in
writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal
amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company
may remove the Trustee if:


 


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


 


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


 


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


 


(d) the Trustee becomes
incapable of acting (in the reasonable determination of the Company).


 


If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


If a successor Trustee does
not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee, after written
request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.


 


Section 7.9 Successor
Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.


 


Section 7.10 Eligibility;
Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States 



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of America or of any state thereof that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus
of at least $100.0 million as set forth in its most recent published annual report of condition.


 


This Indenture shall always
have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA §
310(b).


 


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


 


ARTICLE
VIII


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.1 Option to
Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of the Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate of the Company, at any time, elect to have either Section 8.2 or 8.3 applied to all
outstanding Notes of any series upon compliance with the conditions set forth below in this Article VIII.


 


Section 8.2 Legal Defeasance
and Discharge. Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations
with respect to all outstanding Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes of such series, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) through (d) below, and to have
satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:


 


(a) the rights of Holders
of outstanding Notes of such series to receive payments in respect of the principal of, premium, if any, and interest on such Notes
when such payments are due from the trust referred to below;


 


(b) the Company’s
obligations with respect to the Notes of such series concerning issuing temporary Notes, mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payment and money for security payments held in trust;


 


(c) the rights, powers,
trusts, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and



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(d) the Legal Defeasance
provisions of this Indenture;


 


Subject to compliance with
this Article VIII, the Company may exercise their option under this Section 8.2 notwithstanding the prior exercise of their option
under Section 8.3.


 


Section 8.3 Covenant
Defeasance. Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.3, the Company shall,
subject to the satisfaction of the conditions set forth in Section 8.4, be released from their obligations under the covenants
contained in Article V with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section
8.4 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes of such series, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section
6.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon
the Company’s exercise under Section 8.1 of the option applicable to this Section 8.3, subject to the satisfaction of the
conditions set forth in Section 8.4, Sections 6.1(c) through 6.01(e) shall not constitute Events of Default.


 


Section 8.4 Conditions
to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance pursuant to Section 8.2 or Covenant Defeasance
pursuant to Section 8.3, the following conditions must be met:


 


(a) the Company must irrevocably
deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars (or, if other
than U.S. Dollars, the currency in which Notes of the series are denominated or in which payment of the principal of, premium,
if any, or interest in the Notes of the series is payable), non-callable Government Securities, or a combination thereof, in such
amounts as are expected to be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to
pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption
date;


 


(b) in the case of Legal
Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that


 


(i) the Company
have received from, or there has been published by, the Internal Revenue Service a ruling or



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(ii) since the
Issue Date, there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(c) in the case of Covenant
Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;


 


(d) [Reserved]:


 


(e) such Legal Defeasance
or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument
(other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any
of its Restricted Subsidiaries is bound;


 


(f) the Company must deliver
to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring
Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and


 


(g) the Company must deliver
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Notwithstanding the foregoing,
the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation,


 


(i) have become
due and payable or


 


(ii) will become
due and payable on the maturity date within one year, by their terms or 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.


 


Section 8.5 Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6, all money and
non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 in 



    	-41-



    	



    

respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to Holders
of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money 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 cash or non-callable Government Securities
deposited pursuant to Section 8.4 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything in this Article
VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided in Section 8.4 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.4(a)), are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.6 Repayment
to Company. 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, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium,
if any, or interest has become due and payable shall be paid to the Company on their request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter 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 either The New York Times or The Wall
Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.


 


Section 8.7 Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance
with Section 8.2 or 8.3, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes,
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3, as the case may be; provided,
however, that, if the Company make any payment of principal of, premium, if any, or interest on any Note following the reinstatement
of their obligations, the Company shall 



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be subrogated to the rights of Holders to receive such payment from the money held by the
Trustee or Paying Agent.


 


ARTICLE
IX


 


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Section 9.1 Without Consent
of Holders of Notes. Notwithstanding Section 9.2 of this Indenture, the Company and the Trustee may amend or supplement this
Indenture or the Notes of any series without the consent of any Holder of a Note of such series to:


 


(a) cure any ambiguity,
mistake, defect or inconsistency;


 


(b) provide for uncertificated
Notes in addition to or in place of certificated Notes;


 


(c) provide for or confirm
the issuance of additional Notes;


 


(d) provide for the assumption
of the Company’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the
assets of the Company pursuant to Article V;


 


(e) make any change that
would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal rights under
this Indenture of any such Holder;


 


(f) comply with requirements
of the SEC in order to effect or maintain the qualification of this Indenture under the TIA or otherwise as necessary to comply
with applicable law;


 


(g) make any change for
the issuance of any series of Notes including with respect to the terms thereof that would provide any additional rights or benefits
to Holders of any series or that does not adversely affect the legal rights under this Indenture of any such Holder;


 


(h) conform this Indenture,
as amended and supplemented, or the Notes, as amended or supplemented, to the description and terms of such Notes in the offering
memorandum, prospectus supplement or other offering document applicable to such Notes at the time of the initial sale thereof;


 


(i) change or eliminate
any of the provisions of this Indenture; provided that any such change or elimination with respect to any series of Notes shall
become effective with respect to such series of Notes only when there is no outstanding Notes of such series effected that is entitled
to the benefit of such provision and as to which such supplemental indenture would apply;


 


(j) evidence and provide
for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Notes and to add to or
change any of the 



    	-43-



    	



    

provisions of this Indenture as shall be necessary for or to facilitate the administration of the trusts hereunder
by more than one Trustee;


 


(k) provide collateral (or
additional collateral) to secure the obligations under the Notes;


 


(l) add guarantees for the
benefit of the Notes; or


 


(m) conform this Indenture
to any mandatory provision of law.


 


Upon the request of the
Company accompanied by a resolution of its boards of directors or the Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee an Officers’ Certificate and an Opinion of Counsel pursuant
to Section 9.6, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into such amended or supplemental indenture that adversely affects its own rights,
duties or immunities under this Indenture or otherwise.


 


Section 9.2 With Consent
of Holders of Notes. Except as provided below in this Section 9.2, this Indenture or the Notes of any series may be amended
or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of
each series affected (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange
offer for, Notes) and, subject to Sections 6.4 and 6.07, any existing Default or compliance with any provision of this Indenture
or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate
principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection
with a purchase of, or a tender offer or exchange offer for, Notes). Section 2.8 shall determine which Notes are considered to
be “outstanding” for purposes of this Section 9.2.


 


Upon the request of the
Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes
as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.6,
the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 


It shall not be necessary
for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.



    	-44-



    	



    

After an amendment, supplement
or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.4 and 6.7,
the Holders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance in
a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to any Notes held by a non-consenting
Holder):


 


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


 


(b) reduce the principal
of or extend the fixed maturity of any Note or alter the payment provisions with respect to the redemption of the Notes;


 


(c) reduce the rate of or
extend the time for payment of interest on any Note;


 


(d) waive a Default or Event
of Default in the payment of principal of, or premium, if any, or interest on the Notes (except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default
that resulted from such acceleration);


 


(e) make any Note payable
in money other than that stated in the Notes;


 


(f) make any change in the
provisions of this Indenture relating to waivers of past Defaults or impairs the contractual right of any Holder to receive any
principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit
for the enforcement of any such payments;


 


(g) waive a redemption payment
with respect to any Note; or


 


(h) make any change in this
Section 9.2.


 


Section 9.3 Compliance
with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or
supplemental indenture that complies with the TIA as then in effect.


 


Section 9.4 Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent thereto by a Holder is a continuing
consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may
revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or
amendment 



    	-45-



    	



    

becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds
every Holder.


 


Section 9.5 Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate
notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.6 Trustee to
Sign Amendments, etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if
the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until their respective boards of directors approve it. In executing any amended
or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.1) shall be fully protected in relying
upon, in addition to the documents required by Section 11.4, an Officers’ Certificate and an Opinion of Counsel, in each
case from the Company, stating that the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture.


 


ARTICLE
X


 


GUARANTEE


 


Section 10.1 Guarantee.
(a) To the extent applicable, each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary
obligor and not merely as a surety, to each Holder and to the Trustee (i) the full and punctual payment when due, whether at Stated
Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations
to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and
all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under
this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or
further assent from any Guarantor, and that each Guarantor shall remain bound under this Article X notwithstanding any extension
or renewal of any Guaranteed Obligation.


 


(b) To the extent applicable,
each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.
The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any



    	-46-



    	



    

 right or remedy against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission,
waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the
failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or
(v) any change in the ownership of each Guarantor, except as provided in Section 10.2(b) or Section 10.2(c). Each Guarantor hereby
waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s
obligations would be less than the full amount claimed.


 


(c) Each Guarantor hereby
waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s
or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each
Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated
against such Guarantor.


 


(d) Each Guarantor further
agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations.


 


(e) The Note Guarantee of
each Guarantor is, to the extent and in the manner set forth in Article X, equal in right of payment to all existing and future
pari passu Indebtedness, senior in right of payment to all existing and future subordinated Indebtedness of the Company
and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest
on all secured Indebtedness of the relevant Guarantor and is made subject to such provisions of this Indenture.


 


(f) Except as expressly
set forth in Sections 8.2, 10.2 and 10.6, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations
of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee
to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or
by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary
the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.


 


(g) Each Guarantor agrees
that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor
further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of principal of or interest on any Guaranteed Obligation is 



    	-47-



    	



    

rescinded or must otherwise be restored by any
holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.


 


(h) In furtherance of the
foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor
by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as
the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other
Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay,
or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such
Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited
by applicable law) and (iii) all other monetary obligations of the Company to Holders and the Trustee.


 


(i) Each Guarantor agrees
that it shall not be entitled to any right of subrogation in relation to Holders in respect of any Guaranteed Obligations guaranteed
hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand,
and Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated
as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration
of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith
become due and payable by the Parent Guarantor for the purposes of this Section 10.1.


 


(j) Each Guarantor also
agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee
or any holder in enforcing any rights under this Section 10.1.


 


(k) Upon request of the
Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Indenture.


 


Section 10.2 Limitation
on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Guaranteed Obligations guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer or similar laws affecting the rights of creditors generally.


 


(b) A Subsidiary Guarantee
by any Subsidiary that executes a supplemental indenture in accordance with Section 10.6 and provides a guarantee shall terminate
and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article
X upon:



    	-48-



    	



    

(i) the sale, disposition,
exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including
any sale, disposition or other transfer following which the applicable Guarantor is no longer a Wholly Owned Restricted Subsidiary),
of the applicable Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this
Indenture;


 


(ii) [Reserved];


 


(iii) the release
or discharge of the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; and


 


(iv) the Company’s
exercise of their legal defeasance option or covenant defeasance option under Article VIII or if the Company’s obligations
under this Indenture are discharged in accordance with the terms of this Indenture.


 


A Subsidiary Guarantee also
will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any
pledge or security interest securing any indebtedness permitted to be incurred and secured under this Indenture or other exercise
of remedies in respect thereof.


 


Section 10.3 Successors
and Assigns. This Article X shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit
of the successors and assigns of the Trustee and Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend
to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.


 


Section 10.4 No Waiver.
Neither a failure nor a delay on the part of either the Trustee or Holders in exercising any right, power or privilege under this
Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise
of any right, power or privilege. The rights, remedies and benefits of the Trustee and Holders herein expressly specified are cumulative
and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute
or otherwise.


 


Section 10.5 Modification.
No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by any Guarantor therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in
any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances.


 


Section 10.6 Execution
of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor of
any series of Notes pursuant to the terms of this Indenture (as supplemented by the supplemental indenture with respect to such
Notes) shall promptly execute and deliver to the Trustee a supplemental indenture 



    	-49-



    	



    

pursuant to which such Subsidiary or other Person
shall become a Guarantor under this Article X and shall guarantee the Notes.


 


Section 10.7 Non-Impairment.
The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.


 


ARTICLE
XI


 


MISCELLANEOUS


 


Section 11.1 Trust Indenture
Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c),
the imposed duties shall control.


 


Section 11.2 Notices.
Any notices or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if made
by hand delivery, first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next day delivery, and addressed as follows:


 


If to the Company:


[ ]


 


With a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Facsimile No.: (212) 504-6666

Attention: Richard A. Brand, Esq.


 


If to the Trustee:


 


[ ]


 


The Company or the Trustee,
by notice to each other Person may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.


 


Any notice or communication
to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also
be so mailed to any Person described in TIA § 313(c), to the extent required by the 



    	-50-



    	



    

TIA. Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mail a notice
or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


The Trustee agrees to accept
and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing
persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which
such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the
Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee
in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the
risk or interception and misuse by third parties.


 


Section 11.3 Communication
by Holders with Other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA § 312(c).


 


Section 11.4 Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


(a) an Officers’ Certificate
in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.5) stating
that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to
the proposed action have been satisfied; and


 


(b) an Opinion of Counsel
in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.5) stating
that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 


Section 11.5 Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture 



    	-51-



    	



    

(other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of
TIA § 314(e) and shall include:


 


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


 


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


 


(c) a statement that, in
the opinion of such Person, he or she 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 satisfied; and


 


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


 


Section 11.6 Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying
Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 11.7 No Personal
Liability of Directors, Officers, Employees, Members and Stockholders. No director, officer, employee, incorporator, member
or stockholder of the Company or any of its Subsidiaries, as such, shall have any liability for any obligations of the Company
under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes.


 


Section 11.8 Governing
Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES AND ANY GUARANTEE
WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR ANY GUARANTEE.


 


Section 11.9 No Adverse
Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement
of the Company or their Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


Section 11.10 Successors.
All agreements of the Company in this Indenture and the Notes, as the case may be, shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.



    	-52-



    	



    

Section 11.11 Severability.
In case any provision in this Indenture or the Notes, as the case may be, shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.12 Counterpart
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


Section 11.13 Table of
Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify
or restrict any of the terms or provisions.


 


Section 11.14 Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.


 


Section 11.15 Force Majeure.
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


ARTICLE
XII


 


SATISFACTION
AND DISCHARGE


 


Section 12.1 Satisfaction
and Discharge of Indenture. This Indenture, with respect to any series of Notes (if all series of Notes issued under this Indenture
are not to be affected), shall cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Notes herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) either


 


(i) all Notes of
such series theretofore authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.7 and (B) Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to



    	-53-



    	



    

 the Company or discharged from such trust) have been delivered
to the Trustee for cancellation; or


 


(ii) all Notes
of such series not theretofore delivered to the Trustee for cancellation


 


(A) have become
due and payable, or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture with respect to any such series of Notes pursuant to this Article XII, the obligations of the Company
to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section 12.1, the obligations of the Trustee under Section 12.2 shall survive such satisfaction and discharge.


 


Section 12.2 Application
of Trust Money. All money deposited with the Trustee pursuant to Section 12.1 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee.


 


[Signatures on following page]




    	-54-



    	



    

Dated as of [ ]


	 	SAFE BULKERS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[ ], as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




    	-55-



    	



    

EXHIBIT A


 


[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.6(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”), TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING


 


 






	1	Include Global Note Legend, if applicable.






    	A-1



    	



    

THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE COMPANY SO REQUEST), (II) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.]2


 


[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]3


 


 






	2	Include Private Placement Legend, if applicable.
	3	Include Regulation S Legend, if applicable.






    	A-2



    	



    

[Face of Note]

CUSIP NO. [_________]


 


[•]% Notes due [•]


 


No [ ].


 


$[ ]

[ ]


 


promise to pay to CEDE & CO. or to registered
assigns the principal amount of $[ ] Dollars on [ ].


 


Interest Payment Dates: [ ] and [ ]


 


Record Dates: [ ] and [ ]


 


Subject to Restrictions set forth in this Note.



    	A-3



    	



    

IN WITNESS WHEREOF, [ ] has caused this instrument
to be duly executed.


 


Dated: [ ]


	 	SAFE BULKERS, INC.
	 	 
	 	By: 
	 	 
	 	 	Name:
	 	 	Title:


 


This is one of the Notes referred to

in the within-mentioned Indenture:


 


[ ],

as Trustee


 


		By:	



Authorized Signatory



    	A-4



    	



    

EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


[ ]


 


[ ]


 


Attention: Corporate Trust Administration


 


Re: Safe Bulkers, Inc.


 


o [ ]% Notes due [ ]
(CUSIP [ ]) (the “Notes”)


 


Reference is hereby made to the Indenture,
dated as of [ ]  (as amended, supplemented or otherwise modified, the “Indenture”), between Safe Bulkers,
Inc. (the “Company”) and [ ], as Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


___________________ (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________
in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


o
1. Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Definitive Note Pursuant to
Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is
purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.


 


o
2. Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant
to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the




	B-1



 	



    

United States and (x) at the time the buy order
was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that
the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act. If the Transfer of the beneficial interest occurs prior to the expiration of the 40-day distribution
compliance period set forth in Regulation S, the transferred beneficial interest will be held immediately thereafter through Euroclear
or Clearstream.


 


o
3. Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor
hereby further certifies that (check one):


 


o
(i) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or


 


o
(ii) such Transfer is being effected to the Company or a subsidiary thereof; or


 


o
(iii) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act; or


 


o
(iv) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that
it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and
the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.
Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.




	B-2



 	



    

o
4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive
Note.


 


o
(i) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.


 


o
(ii) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes,
on Restricted Definitive Notes and in the Indenture.


 


o
(iii) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


	 	 



[Insert Name of Transferor]


 


	By 	 	 
	 	Name:	 
	 	Title:	 



	Dated: 	 	 




	B-3



 	



    

ANNEX A TO CERTIFICATE OF TRANSFER


 


	1.	The Transferor owns and proposes to transfer the following:


 


	 	[CHECK ONE OF (a) OR (b)]
	 	 	 	 
	 	o	(a)	a beneficial interest in the:
	 	 	 	 
	 	o	(i)	Rule 144A Global Note (CUSIP __________), or
	 	 	 	 
	 	o	(ii)	Regulation S Global Note (CUSIP _________), or
	 	 	 	 
	 	o	(b)	a Restricted Definitive Note.


 


	2.	After the Transfer the Transferee will hold:


 


	 	[CHECK ONE]
	 	 	 	 
	 	o	(a)	a beneficial interest in the:
	 	 	 	 
	 	o	(i)	Rule 144A Global Note (CUSIP __________), or
	 	 	 	 
	 	o	(ii)	Regulation S Global Note (CUSIP _________), or
	 	 	 	 
	 	o	(iii)	Unrestricted Global Note (CUSIP _________); or
	 	 	 	 
	 	o	(b)	a Restricted Definitive Note; or
	 	 	 	 
	 	o	(c)	an Unrestricted Definitive Note,


 


in accordance with the terms of the Indenture.



	B-4



 	



    

EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


[ ]


 


[ ]


 


Re: Safe Bulkers, Inc.


 


o [ ]% Notes due [ ]
(CUSIP [ ]) (the “Notes”)


 


Reference is hereby made to the Indenture,
dated as of [ ] (as amended, supplemented or otherwise modified, the “Indenture”), between Safe Bulkers, Inc.
and [ ], as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


__________________________ (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________________________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1. Exchange of Restricted Definitive Notes
or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted
Global Note


 


o
(i) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global
Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the
“Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange
is from beneficial interest in a Regulation S Global Note to beneficial interest in an Unrestricted Global Note, the Owner further
certifies that it is either (x) a non-U.S. Person to whom Notes would be transferred in accordance with Regulation S or (y) a U.S.
Person who purchased Notes in a transaction that did not require registration under the Securities Act.


 


o
(ii) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer




	C-1



 	



    

restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


o
(iii) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection
with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest
in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S.
Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction
that did not require registration under the Securities Act.


 


o
(iv) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.


 


2. Exchange of Restricted Definitive Notes
or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes


 


o
(i) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. If the Exchange is from beneficial interest in a Regulation S Global Note to a Restricted Definitive Note, the
Owner further certifies that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation
S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities Act. Upon consummation
of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to
be subject to the restrictions on




	C-2



 	



    

transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.


o
(ii) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with
the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o
Rule 144A Global Note or o Regulation S Global Note with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


[Insert Name of Transferor]


 


	By 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 



	Dated: 	 	 




	C-3



 	



    

EXHIBIT D


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


[ ]


 


[ ]


 


Re: Safe Bulkers, Inc.


 


o [ ]% Notes due [ ]
(CUSIP [ ]) (the “Notes”)


 


Reference is hereby made to the Indenture,
dated as of [ ] (as amended, supplemented or otherwise modified, the “Indenture”), between Safe Bulkers, Inc.
(the “Company”) and [ ], as trustee. Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.


 


In connection with our proposed purchase of
$____________ aggregate principal amount of:


	 	(i)	o	a beneficial interest in a Global Note, or
	 	(ii)	o	a Definitive Note,


 


we confirm that:


 


1. We understand that any subsequent transfer
of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with,
such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).


 


2. We understand that the offer and sale of
the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (a) to the Company or
any subsidiary thereof, (b) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer”
(as defined therein), (c) to an institutional “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the
form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is
in compliance with the Securities Act, (d) outside the United States in accordance with Rule 904 of Regulation S under the Securities
Act, (e) pursuant to the provisions of Rule 144(d) under the Securities Act or (f) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a




	D-1



 	



    

transaction meeting the requirements of clauses
(a) through (e) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.


 


3. We understand that, on any proposed resale
of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.


 


4. We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.


 


5. We are acquiring the Notes or beneficial
interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 


You and the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.


 


[Insert Name of Transferor]


 


	By 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 



	Dated: 	 	 





	D-2