OVERSEAS SHIPHOLDING GROUP, INC. and WILMINGTON TRUST COMPANY, as Trustee __________________________________________ THIRD SUPPLEMENTAL INDENTURE Dated as of August 5, 2014 ___________________________________________ 7.50% Senior Notes II due 2021

Exhibit 4.4

Execution Version

OVERSEAS SHIPHOLDING GROUP, INC.

and


WILMINGTON TRUST COMPANY,
as Trustee

__________________________________________

THIRD SUPPLEMENTAL INDENTURE

Dated as of August 5, 2014
___________________________________________

7.50% Senior Notes II due 2021

 THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE, effective as of August 5, 2014 (the "Third Supplemental Indenture"), is entered into between Overseas Shipholding Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), having its principal office at 1301 Avenue of the Americas, New York, New York 10019, and Wilmington Trust Company, a Delaware trust company, as trustee (the "Trustee") under and pursuant to the Indenture dated as of March 7, 2003, between the Company and the Trustee (the "Original Indenture").

WHEREAS, Section 301 of the Original Indenture provides that Securities may be issued under the Original Indenture in one or more series;

WHEREAS, Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures to establish the form or terms of Securities of any series;

WHEREAS, the Company desires to create a new series of Securities having the terms set forth in this Third Supplemental Indenture; and

WHEREAS, the Board of Directors of the Company has adopted resolutions authorizing and approving the creation and issuance of $138,708,000 aggregate principal amount of 7.50% Senior Notes II due 2021 (the "2014 Notes II"), and the Company and the Trustee are executing and delivering this Third Supplemental Indenture in order to provide for the establishment of such Securities;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Third Supplemental Indenture hereby agree as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Relation to Original Indenture. This Third Supplemental Indenture constitutes an integral part of the Original Indenture.

Section 102 Definition of Terms.

"2014 Notes II" has the meaning set forth in the recitals to this Third Supplemental Indenture.

“Change of Control Triggering Event” means the occurrence of a Change of Control and a Rating Decline.

"Designated Debt" means any debt for borrowed money in the form of bonds, notes, debentures or other debt securities issued by way of a public offering or private placement, but excluding loans made by banks and other financial institutions, customers and strategic partners.

“Gradation” means a gradation within a Rating Category or a change to another Rating Category, which shall include: (a) “+” and “–” in the case of S&P’s current Rating Categories (e.g., a decline from BB+ to BB would constitute a decrease of one gradation); (b) 1, 2 and 3 in the case of Moody’s current Rating Categories (e.g., a decline from B1 to B2 would constitute a decrease of one gradation); or (c) the equivalent in respect of successor Rating Categories of S&P or Moody’s or Rating Categories used by Rating Agencies other than S&P and Moody’s.

“Investment Grade” means: (1) BBB- or above in the case of S&P (or its equivalent under any successor Rating Categories of S&P); (2) Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s); and (3) the equivalent in respect of the Rating Categories of any

Rating Agencies substituted for S&P or Moody’s.

“Moody’s” means Moody’s Investors Service, Inc.

"Original Indenture" has the meaning set forth in the recitals to this Third Supplemental Indenture.

“Rating Agencies” means: (1) S&P; (2) Moody’s; or (3) if either S&P or Moody’s or both of them are not making ratings of the 2014 Notes II (or of the long term debt of the Company, if applicable) publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

“Rating Category” means: (1) with respect to S&P, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (3) the equivalent of any such categories of S&P or Moody’s used by another Rating Agency, if applicable.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the 2014 Notes II (or the long term debt of the Company, if the 2014 Notes II are not then rated) is under publicly announced consideration for possible downgrade by any Rating Agency) after the date of public notice of a Change of Control, or of the intention of the Company or of any person to effect a Change of Control, the rating of the 2014 Notes II (or the long term debt of the Company, if the 2014 Notes II are not then rated) is decreased by both Rating Agencies by one or more Gradations and the rating by such Rating Agencies on the 2014 Notes II (or the long term debt of the Company, if the 2014 Notes II are not then rated) following such downgrade is below Investment Grade.

"Third Supplemental Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplement hereto entered into pursuant to the applicable provisions hereof."

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE 2014 NOTES II

Section 201 Designation and Principal Amount. There is hereby authorized a series of Securities designated as 7.50% Senior Notes II due 2021 limited in aggregate principal amount to $138,708,000. The 2014 Notes II may be issued from time to time upon written order of the Company for authentication and delivery of the 2014 Notes II pursuant to Section 303 of the Original Indenture.

Section 202 Maturity. The date upon which the 2014 Notes II will become due and payable at final maturity, together with any accrued and unpaid interest, is February 15, 2021.

Section 203 Interest.

(a)      The 2014 Notes II will accrue interest at a rate of 7.50% per annum from August 5, 2014, payable in cash on February 15 and August 15 in each year, commencing February 15, 2015 to the Person in whose name the 2014 Note II (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the 2014 Note II (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the 2014 Notes II not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the 2014 Notes II may be listed, and upon such notice as may be required by such exchange.

(b)       Payment of the principal of (and premium, if any) and interest on the 2014 Notes II will be made at the office or agency of the Company maintained for that purpose in the City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Section 204 Redemption. The Company shall not be entitled to redeem the 2014 Notes II prior to the maturity of the Notes.

Section 205 Legal Defeasance and Covenant Defeasance.

(a)      Pursuant to Section 1302 of the Original Indenture, the Company may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding 2014 Notes II.

(b)      Pursuant to Section 1303 of the Original Indenture, the Company may, at its option and at any time, elect to have its obligations released with respect to certain covenants that are described in the Original Indenture and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the 2014 Notes II.

Section 206 Global Note. The 2014 Notes II shall be issuable in one or more definitive Global Securities in book-entry form, which will be deposited by or on behalf of the Company, through the facilities of The Depository Trust Company ("DTC") or its designated custodian. Every Global Security evidencing all or part of the 2014 Notes II that is authenticated and delivered shall bear the legend set forth on the face of the form of the 2014 Notes II attached as Exhibit A to this Third Supplemental Indenture.

Section 207 Definitions. Section 101 of the Original Indenture as applied to the 2014 Notes II is hereby modified as it applies to the 2014 Notes II by amending the definition of “Change of Control” in its entirety to read as follows:

“Change of Control” means the occurrence of either of the following events:

(1) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and including by reason of any change in the ultimate “beneficial ownership” of the Capital Stock of the Company) of more than 50% of the total voting power of the Voting Stock of the Company (calculated on a fully diluted basis); or

(2) individuals who at the beginning of any period of two consecutive calendar years constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election was approved by a vote of at least two-thirds of the members of such Board of Directors then still in office who either were members of such Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least 50% of the members of such Board of Directors then in office.

Section 208 Events of Default. Section 501(4) of the Original Indenture as applied to the 2014 Notes II is hereby amended in its entirety to read as follows:

“(4) default in the payment of the principal of (or any premium on) and any interest upon any Security required to be purchased upon the occurrence of a Change of Control Triggering Event, when and as due by the terms of a Security of that Series; or”

Section 209 Maintenance of Insurance. Section 1007 of the Original Indenture shall not apply to the 2014 Notes II.

Section 210 Limitation on Liens. Section 1009 of the Original Indenture as applied to the 2014 Notes II is hereby amended in its entirety to read as follows:

“The Company may not, directly or indirectly, Incur, assume or suffer to exist any Mortgage on or with respect to any property or assets, now owned or hereafter acquired, to secure any present or future Designated Debt without making effective provision for securing the 2014 Notes II: (1) in the event such Designated Debt is pari passu with the 2014 Notes II, equally and ratably with such Designated Debt as to such property or assets for so long as such Designated Debt will be so secured, or (2) in the event such Designated Debt is subordinate in right of payment to the 2014 Notes II, prior to such Designated Debt as to such property or assets for so long as such Designated Debt will be so secured."

Section 211 Limitation on Sales and Leasebacks. Section 1010 of the Original Indenture shall not apply to the 2014 Notes II.

Section 212 Limitation on Incurrence of Indebtedness by Restricted Subsidiaries. Section 1011 of the Original Indenture shall not apply to the 2014 Notes II.

Section 213 Offer to Repurchase Upon a Change of Control Triggering Event. Section 1013 of the Original Indenture as applied to the 2014 Notes II is hereby amended in its entirety to read as follows.

“SECTION 1013. OFFER TO REPURCHASE UPON A CHANGE OF CONTROL TRIGGERING EVENT.

Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder's Securities pursuant to the Change of Control Triggering Event offer on the terms set forth in this Indenture (a "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount of Securities repurchased plus accrued and unpaid interest, if any, on the Securities repurchased to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to each Holder stating:

(1) the transaction or transactions that constitute the Change of Control Triggering Event;

(2) that the Change of Control Offer is being made pursuant to this Section 1013 and that all Securities tendered shall be accepted for payment;

(3) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed (the "Change of Control Payment Date");

(4) that any Security not tendered or properly withdrawn shall continue to accrue interest;

(5) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(6) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer shall be required to surrender the Securities, together with such form or forms as may be specified, to a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing its election to have the Securities purchased; and

(8) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Securities or portions of Securities validly tendered and not properly withdrawn pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered and not properly withdrawn pursuant to the Change of Control Offer; and

(3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.

The Paying Agent shall promptly mail to each Holder of Securities validly tendered and not properly withdrawn the Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each new Security will be in a principal amount of $1,000 or an integral multiple thereof.

The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not properly withdrawn under such Change of Control Offer.

The Company shall comply with the Requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1013 by virtue of such conflict.”

ARTICLE THREE

FORM OF THE 2014 NOTES II

Section 301. Form of the 2014 Notes II. The 2014 Notes II and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit A to this Third Supplemental Indenture, with such changes thereto as the officers of the Company executing the 2014 Notes II (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof.

ARTICLE FOUR

GENERAL PROVISIONS

Section 401. Effectiveness. The provisions of this Third Supplemental Indenture shall become effective immediately upon the execution and delivery by the Trustee of this Third Supplemental Indenture.

Section 402. Ratification of Indenture. The Original Indenture is in all respects acknowledged, ratified and confirmed, and shall continue in full force and effect in accordance with the terms thereof and as supplemented by this Third Supplemental Indenture. The Original Indenture and this Third Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

Section 403. Effect of Headings. The Article and Section headings in this Third Supplemental Indenture are for convenience only and shall not affect the construction of this Third Supplemental Indenture.

Section 404. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 405. Multiple Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 406. Successors and Assigns. All agreements of the Company in this Third Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors.

Section 407 Trustee Not Responsible for Recitals. The recitals in this Third Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.

[Remainder of Page Left Blank Intentionally; Signature Page Follows] 

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

EXHIBIT A

IF THIS SECURITY IS TO BE A GLOBAL SECURITY, INSERT:

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

OVERSEAS SHIPHOLDING GROUP, INC.

7.50% Senior Notes II due 2021

Overseas Shipholding Group, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________________, as nominee for The Depository Trust Company (the "Holder"), or to its registered assigns, the principal sum of ___________________ Dollars on February 15, 2021, and to pay interest thereon from August 5, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing February 15, 2015, at the rate of 7.50% per annum, until the principal hereof is paid or made available for payment. This Security is issued under an Indenture, dated as of March 7, 2003, as supplemented by the Third Supplemental Indenture dated as of August 5, 2014 (herein called the "Indenture" which term shall have the meaning assigned to it in such instrument), between the Company and Wilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture). The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment by the Company of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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

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

In Witness Whereof, the Company has caused this instrument to be duly executed under its corporate seal.

Dated as of ___________ ___, _____

Attest:

______________________
                        , Secretary

 TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

FORM OF REVERSE OF SECURITY

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under the Indenture, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $138,708,000.

The Company shall not be entitled to redeem the Securities prior to the maturity of the Securities.

If a Change of Control Triggering Event shall occur, Holders of the Securities will have the right to require the Company to redeem such Holder's Securities, in whole or in part, in integral multiples of $1,000, at a Redemption Price equal to 101.00% of the principal amount thereof and unpaid interest, if any, to the Redemption Date, all as provided in the Indenture.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

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

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

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

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

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

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

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