U.S.
Energy Corp.


 


INDENTURE


 


Dated
as of [__________]


 


[____________________]


Trustee


 




    	 	 	 



    	 



    

 


table
of contents


 


	Article
    I DEFINITIONS AND INCORPORATION BY REFERENCE	6
	 	 	 	 
	 	Section
    1.1	Definitions	6
	 	Section
    1.2	Other
    Definitions	9
	 	Section
    1.3	Incorporation
    by Reference of Trust Indenture Act	9
	 	Section
    1.4	Rules
    of Construction. Unless the context otherwise requires:	10
	 	 	 	 
	Article
    II THE SECURITIES	10
	 	 	 	 
	 	Section
    2.1	Issuable
    in Series	10
	 	Section
    2.2	Establishment
    of Terms of Series of Securities	10
	 	Section
    2.3	Execution
    and Authentication	12
	 	Section
    2.4	Registrar
    and Paying Agent	13
	 	Section
    2.5	Paying
    Agent to Hold Money in Trust	13
	 	Section
    2.6	Securityholder
    Lists	14
	 	Section
    2.7	Transfer
    and Exchange	14
	 	Section
    2.8	Mutilated,
    Destroyed, Lost and Stolen Securities	14
	 	Section
    2.9	Outstanding
    Securities	15
	 	Section
    2.10	Treasury
    Securities	15
	 	Section
    2.11	Temporary
    Securities	16
	 	Section
    2.12	Cancellation	16
	 	Section
    2.13	Defaulted
    Interest	16
	 	Section
    2.14	Global
    Securities	16
	 	Section
    2.15	CUSIP
    Numbers	17
	 	 	 	 
	Article
    III REDEMPTION	18
	 	 	 	 
	 	Section
    3.1	Notice
    to Trustee	18
	 	Section
    3.2	Selection
    of Securities to be Redeemed	18
	 	Section
    3.3	Notice
    of Redemption	18
	 	Section
    3.4	Effect
    of Notice of Redemption	19
	 	Section
    3.5	Deposit
    of Redemption Price	19
	 	Section
    3.6	Securities
    Redeemed in Part	19
	 	 	 	 
	Article
    IV COVENANTS	19
	 	 	 	 
	 	Section
    4.1	Payment
    of Principal and Interest	19
	 	Section
    4.2	SEC
    Reports	19
	 	Section
    4.3	Compliance
    Certificate	19
	 	Section
    4.4	Stay,
    Extension and Usury Laws	20
	 	 	 	 
	Article
    V SUCCESSORS	20
	 	 	 	 
	 	Section
    5.1	When
    Company May Merge, Etc.	20
	 	Section
    5.2	Successor
    Corporation Substituted	20


 




    	 	2	 



    	 



    

 


	Article
    VI DEFAULTS AND REMEDIES	21
	 	 	 	 
	 	Section
    6.1	Events
    of Default	21
	 	Section
    6.2	Acceleration
    of Maturity; Rescission and Annulment	22
	 	Section
    6.3	Collection
    of Indebtedness and Suits for Enforcement by Trustee	23
	 	Section
    6.4	Trustee
    May File Proofs of Claim	23
	 	Section
    6.5	Trustee
    May Enforce Claims Without Possession of Securities	24
	 	Section
    6.6	Application
    of Money Collected	24
	 	Section
    6.7	Limitation
    on Suits	24
	 	Section
    6.8	Unconditional
    Right of Holders to Receive Principal and Interest	25
	 	Section
    6.9	Restoration
    of Rights and Remedies	25
	 	Section
    6.10	Rights
    and Remedies Cumulative	25
	 	Section
    6.11	Delay
    or Omission Not Waiver	25
	 	Section
    6.12	Control
    by Holders	26
	 	Section
    6.13	Waiver
    of Past Defaults	26
	 	Section
    6.14	Undertaking
    for Costs	26
	 	 	 	 
	Article
    VII TRUSTEE	27
	 	 	 	 
	 	Section
    7.1	Duties
    of Trustee	27
	 	Section
    7.2	Rights
    of Trustee	28
	 	Section
    7.3	Individual
    Rights of Trustee	29
	 	Section
    7.4	Trustee’s
    Disclaimer	29
	 	Section
    7.5	Notice
    of Defaults	29
	 	Section
    7.6	Reports
    by Trustee to Holders	29
	 	Section
    7.7	Compensation
    and Indemnity	29
	 	Section
    7.8	Replacement
    of Trustee	30
	 	Section
    7.9	Successor
    Trustee by Merger, Etc.	31
	 	Section
    7.10	Eligibility;
    Disqualification	31
	 	Section
    7.11	Preferential
    Collection of Claims Against Company	31
	 	 	 	 
	Article
    VIII SATISFACTION AND DISCHARGE; DEFEASANCE	31
	 	 	 	 
	 	Section
    8.1	Satisfaction
    and Discharge of Indenture	31
	 	Section
    8.2	Application
    of Trust Funds; Indemnification	32
	 	Section
    8.3	Legal
    Defeasance of Securities of any Series	33
	 	Section
    8.4	Covenant
    Defeasance	34
	 	Section
    8.5	Repayment
    to Company	35
	 	Section
    8.6	Reinstatement	35
	 	 	 	 
	Article
    IX AMENDMENTS AND WAIVERS	36
	 	 	 	 
	 	Section
    9.1	Without
    Consent of Holders	36
	 	Section
    9.2	With
    Consent of Holders	36
	 	Section
    9.3	Limitations	37
	 	Section
    9.4	Compliance
    with Trust Indenture Act	38
	 	Section
    9.5	Revocation
    and Effect of Consents	38
	 	Section
    9.6	Notation
    on or Exchange of Securities	38
	 	Section
    9.7	Trustee
    Protected	38


 




    	 	3	 



    	 



    

 


	Article
    X MISCELLANEOUS	38
	 	 	 	 
	 	Section
    10.1	Trust
    Indenture Act Controls	38
	 	Section
    10.2	Notices	39
	 	Section
    10.3	Communication
    by Holders with Other Holders	40
	 	Section
    10.4	Certificate
    and Opinion as to Conditions Precedent	40
	 	Section
    10.5	Statements
    Required in Certificate or Opinion	40
	 	Section
    10.6	Rules
    by Trustee and Agents	40
	 	Section
    10.7	Legal
    Holidays	40
	 	Section
    10.8	No
    Recourse Against Others	40
	 	Section
    10.9	Counterparts	41
	 	Section
    10.10	Governing
    Law	41
	 	Section
    10.11	No
    Adverse Interpretation of Other Agreements	41
	 	Section
    10.12	Successors	41
	 	Section
    10.13	Severability	41
	 	Section
    10.14	Table
    of Contents, Headings, Etc.	41
	 	Section
    10.15	Securities
    in a Foreign Currency	41
	 	Section
    10.16	Judgment
    Currency	42
	 	 	 	 
	Article
    XI SINKING FUNDS	42
	 	 	 	 
	 	Section
    11.1	Applicability
    of Article	42
	 	Section
    11.2	Satisfaction
    of Sinking Fund Payments with Securities	43
	 	Section
    11.3	Redemption
    of Securities for Sinking Fund	43


 




    	 	4	 



    	 



    

 


U.S.
ENERGY CORP.


 


Reconciliation
and tie between Trust Indenture Act of 1939 and

Indenture, dated as of [__________]


 


	§
    310(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	Not
    Applicable
	(a)(4)	Not
    Applicable
	(a)(5)	7.10
	(b)	7.10
	§
    311(a)	7.11
	(b)	7.11
	(c)	Not
    Applicable
	§
    312(a)	2.6
	(b)	10.3
	(c)	10.3
	§
    313(a)	7.6
	(b)(1)	7.6
	(b)(2)	7.6
	(c)(1)	7.6
	(d)	7.6
	§
    314(a)	4.2,
    10.5
	(b)	Not
    Applicable
	(c)(1)	10.4
	(c)(2)	10.4
	(c)(3)	Not
    Applicable
	(d)	Not
    Applicable
	(e)	10.5
	(f)	Not
    Applicable
	§
    315(a)	7.1
	(b)	7.5
	(c)	7.1
	(d)	7.1
	(e)	6.14
	§
    316(a)	2.10
	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(b)	6.8
	§
    317(a)(1)	6.3
	(a)(2)	6.4
	(b)	2.5
	§
    318(a)	10.1


 


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


 




    	 	5	 



    	 



    

 


Indenture
dated as of [__________] among U.S. Energy Corp., a Wyoming corporation (“Company”), and [____________________] (“Trustee”).


 


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


 


Article
I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.1 Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Capital
Stock” means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate
stock.


 


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


 


“Company
Order” means a written order signed in the name of the Company by an Officer.


 


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


 




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


 


“Depositary”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
which shall initially be The Depositary Trust Company, New York, New York, known as DTC; and if at any time there is more than
one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with
respect to the Securities of such Series.


 


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.


 


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


 


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


 


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


 


“Foreign
Government Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency, direct
obligations of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer
thereof.


 


“GAAP”
means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect as of the date of determination.


 


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established
pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee,
and registered in the name of such Depositary or nominee.


 


“Holder”
or “Securityholder” means a person in whose name a Security is registered.


 


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


 


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


 




    	 	7	 



    	 



    

 


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


 


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


 


“Officer’s
Certificate” means a certificate signed by any Officer.


 


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


 


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


 


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


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2 hereof.


 


“Stated
Maturity” when used with respect to any Security, means the date specified in such Security as the fixed date on which the
principal of such Security or interest is due and payable.


 


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 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.


 


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


 




    	 	8	 



    	 



    

 


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


 


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


 


Section
1.2 Other Definitions.


 


	TERM	DEFINED
    IN SECTION
	“Bankruptcy
    Law”	6.1
	“Custodian”	6.1
	“Event
    of Default”	6.1
	“Judgment
    Currency”	10.16
	“Legal
    Holiday”	10.7
	“mandatory
    sinking fund payment”	11.1
	“Market
    Exchange Rate”	10.15
	“New
    York Banking Day”	10.16
	“Notice
    Agent”	2.4
	“optional
    sinking fund payment”	11.1
	“Paying
    Agent”	2.4
	“Registrar”	2.4
	“Required
    Currency”	10.16
	“successor
    person”	5.1


 


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:


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Securityholder.


 


“indenture
to be qualified” means this Indenture.


 


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


 




    	 	9	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


(c)
“or” is not exclusive;


 


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


 


(e)
provisions apply to successive events and transactions.


 


Article
II

THE SECURITIES


 


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


 


Section
2.2 Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within
the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.22) by or pursuant to a Board Resolution,
and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officer’s Certificate:


 


2.2.1
the title of the Securities of the Series;


 


2.2.2
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be
issued;


 




    	 	10	 



    	 



    

 


2.2.3
any limit upon the aggregate principal amount of the Securities of the Series;


 


2.2.4
the date or dates, or the method of determining the dates, on which the Securities of the Series will mature; the interest rate
or rates, which may be fixed or variable, of the Securities of the Series, or the method of determining those rates, the interest
payment dates and, for registered Securities of the Series, the regular record dates;


 


2.2.5
the places where payments may be made on the Securities of the Series and where the Securities of such Series may be surrendered
for registration of transfer and exchange and where notices and demands to or upon us in respect of the Securities of such Series
may be served and the method of such payment, if by wire transfer, mail or other means;


 


2.2.6
any mandatory or optional redemption provisions applicable to the Securities of the Series;


 


2.2.7
any sinking fund or analogous provisions applicable to the Securities of the Series;


 


2.2.8
whether and on what terms the Company will pay additional amounts to Holders of the Securities of the Series that are not U.S.
persons in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms the
Company will have the option to redeem the Securities of such Series rather than pay the additional amounts;


 


2.2.9
whether the Securities of the Series will be senior or subordinated;


 


2.2.10
any terms for the attachment to Securities of the Series of warrants, options or other rights to purchase or sell our securities;


 


2.2.11
if the Securities of the Series will be secured by any collateral and, if so, a general description of the collateral and the
terms and provisions of such collateral security, pledge or other agreements;


 


2.2.12
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;


 


2.2.13
the portion of the principal amount of the Securities of the Series payable upon the acceleration of maturity if other than the
entire principal amount of the Securities of such Series;


 


2.2.14
any deletions of, or changes or additions to, the events of default or covenants applicable to the Securities of the Series;


 


2.2.15
if other than Dollars, the currency or currencies in which payments of principal, premium and/or interest on the Securities of
the Series will be payable and whether the holder may elect payment to be made in a different currency;


 


2.2.16
the method of determining the amount of any payments on the Securities of the Series which are linked to an index;


 




    	 	11	 



    	 



    

 


2.2.17
whether the Securities of the Series will be issued in fully registered form without coupons or in bearer form, with or without
coupons;


 


2.2.18
or any combination of these, and whether they will be issued in the form of one or more global securities in temporary or definitive
form;


 


2.2.19
whether the Securities of the Series will be convertible or exchangeable into or for Capital Stock or other Securities and the
conversion price or exchange ratio, the conversion or exchange period and any other conversion or exchange provisions;


 


2.2.20
any terms relating to the delivery of the Securities of the Series if they are to be issued upon the exercise of warrants; and


 


2.2.21
any other specific terms of the Securities of the Series.


 


2.2.22
All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the
terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s
Certificate referred to above.


 


Section
2.3 Execution and Authentication. An Officer shall sign the Securities for the Company by manual or facsimile signature.


 


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


 


A
Security shall not be valid until authenticated by the manual or facsimile signature of the Trustee or an authenticating agent.
The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.


 


The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided
in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company
Order. Each Security shall be dated the date of its authentication.


 


The
aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered
pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior
to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected
in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of
the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with
Section 10.4.


 




    	 	12	 



    	 



    

 


The
Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised
by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors
or trustees, executive committee or a trust committee of directors and/or vice presidents or a committee of Responsible Officers
shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.


 


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


 


Section
2.4 Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or
places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration
of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities
of such Series and this Indenture may be delivered (“Notice Agent”). The Registrar shall keep a register with respect
to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of
the name and address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the
Company shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 


The
Company may also from time to time designate one or more co-registrars, additional paying agents or additional notice agents and
may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant
to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional
notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Notice Agent” includes any additional notice agent. The Company or any of its Affiliates
may serve as Registrar or Paying Agent.


 


The
Company hereby appoints the Trustee the initial Registrar, Paying Agent and Notice Agent for each Series unless another Registrar,
Paying Agent or Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


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


 




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Section
2.6 Securityholder 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 Securityholders of each Series of Securities and shall otherwise comply with
TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten 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 Securityholders of each Series of Securities.


 


Section
2.7 Transfer and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request
to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for
any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).


 


Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for
the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities
of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the
transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being
redeemed of any such Securities selected, called or being called for redemption in part.


 


Section
2.8 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity bond as may be required by each of them to hold itself and any of its agents
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.


 




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In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.


 


Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith.


 


Every
new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that Series duly issued hereunder.


 


The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


Section
2.9 Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.


 


If
a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.


 


If
the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of
Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities
of the Series cease to be outstanding and interest on them ceases to accrue.


 


The
Company may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise.
A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security (but see Section
2.10 below).


 


In
determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding
for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2.


 




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


 


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


 


Section
2.12 Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy
such canceled Securities (subject to the record retention requirements of the Exchange Act and the Trustee) and deliver a certificate
of such cancellation to the Company, upon written request of the Company. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.


 


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


 


Section
2.14 Global Securities.


 


2.14.1
Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish
whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary
for such Global Security or Securities.


 


2.14.2
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of this Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of this Indenture for Securities registered
in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to
be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary
registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers
to the Trustee an Officer’s Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary
shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor
and terms.


 




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Except
as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee
of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


2.14.3
Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


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


 


2.14.4
Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take
under this Indenture.


 


2.14.5
Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section
2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


2.14.6
Consents, Declaration and Directions. The Company, the Trustee and any Agent shall treat a person as the Holder of such
principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written
statement of the Depositary or by the applicable procedures of the Depositary with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 


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


 




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Article
III

REDEMPTION


 


Section
3.1 Notice to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the
Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company
wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be
redeemed. The Company shall give the notice at least 15 days before the redemption date (or such shorter notice as may be acceptable
to the Trustee).


 


Section
3.2 Selection of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture hereto or an Officer’s Certificate, if less than all the Securities of a Series are to be redeemed,
the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate,
including by lot or other method, unless otherwise required by law or applicable stock exchange requirements, subject, in the
case of Global Securities, to the applicable rules and procedures of the Depositary. The Trustee shall make the selection from
Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the
principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them
it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in
other denominations pursuant to Section 2.2.9, the minimum principal denomination for each Series and the authorized integral
multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions
of Securities of that Series called for redemption.


 


Section
3.3 Notice of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture
hereto or an Officer’s Certificate, at least 15 days but not more than 60 days before a redemption date, the Company shall
mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed.


 


The
notice shall identify the Securities of the Series to be redeemed and shall state:


 


(a)
the redemption date;


 


(b)
the redemption price;


 


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


 


(d)
if any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that,
after the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed
portion of the original Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;


 


(e)
that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)
that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


 




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(g)
the CUSIP number, if any; and


 


(h)
any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At
the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense, provided,
however, that the Company has delivered to the Trustee, at least 5 days (unless a shorter time shall be acceptable to the Trustee)
prior to the notice date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice.


 


Section
3.4 Effect of Notice of Redemption. Once notice of redemption is mailed as provided in Section 3.3, Securities of a Series
called for redemption become due and payable on the redemption date and at the redemption price. Except as otherwise provided
in the supplemental indenture, Board Resolution or Officer’s Certificate for a Series of Securities, a notice of redemption
pertaining to such Series may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to the redemption date.


 


Section
3.5 Deposit of Redemption Price. On or before 11:00 a.m., New York City time, on the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities
to be redeemed on that date.


 


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


 


Article
IV

COVENANTS


 


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


 


Section
4.2 SEC Reports. The Company shall, so long as any Securities are outstanding, deliver to the Trustee within 15 days after
it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA §
314(a). Reports, information and documents filed with the SEC via the EDGAR system will be deemed to be delivered to the Trustee
as of the time of such filing via EDGAR for purposes of this Section 4.2.


 


Section
4.3 Compliance Certificate. The Company shall, so long as any Securities are outstanding, deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities
of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer
with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to such Officer signing such certificate, that to the best of such Officer’s knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which such Officer may have knowledge).


 




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The
Company will, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default
or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.


 


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


 


Article
V

SUCCESSORS


 


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


 


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


 


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


 


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


 


Notwithstanding
the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company.
Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section
5.2 Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company
in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants
under this Indenture and the Securities.


 




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Article
VI

DEFAULTS AND REMEDIES


 


Section
6.1 Events of Default.


 


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


 


(a)
default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with
a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period); or


 


(b)
default in the payment of principal or any premium of any Security of that Series when due;


 


(c)
default in the payment of any sinking fund when it becomes due and payable, and continuance of such default for a period of 30
days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to 11:00
a.m., New York City time, on the 30th day of such period);


 


(d)
default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than defaults pursuant
to paragraph (a), (b) or (c) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the
benefit of Series of Securities other than that Series), which default continues uncured for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(e)
the Company pursuant to or within the meaning of any 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,


 




    	 	21	 



    	 



    

 


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


 


(v)
generally is unable to pay its debts as the same become due; or


 


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


 


(i)
is for relief against the Company in an involuntary case,


 


(ii)
appoints a Custodian of the Company or for all or substantially all of its property, or


 


(iii)
orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or


 


(g)
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, in accordance with Section 2.2.15.


 


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


 


Section
6.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series
at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or (f)) then in
every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series
may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal
amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities
of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become
immediately due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the principal amount (or specified
amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At
any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if all Events of Default with respect to Securities of that Series, other than the
non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 




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Section
6.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


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


 


(b)
default is made in the payment of principal of any Security at the Maturity thereof, or


 


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


 


If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment
or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.


 


If
an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section
6.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor
upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,


 


(a)
to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to
file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and


 




    	 	23	 



    	 



    

 


(b)
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.


 


Nothing
contained in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.5 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or
the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


Section
6.6 Application of Money Collected. Any money or property collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on
account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


First:
To the payment of all amounts due the Trustee under Section 7.7; and


 


Second:
To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and interest, respectively; and


 


Third:
To the Company.


 


Section
6.7 Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:


 


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


 


(b)
the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 




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(c)
such Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by the Trustee in compliance with such request;


 


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


 


(e)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of
a majority in principal amount of the outstanding Securities of that Series; it being understood, intended and expressly covenanted
by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders
of the applicable Series.


 


Section
6.8 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and
interest, if any, on such Security on the Maturity of such Security, including the Stated Maturity expressed in such Security
(or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 


Section
6.9 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section
6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted
by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


 




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Section
6.12 Control by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of such Series; provided that:


 


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


 


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


 


(c)
subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability, and


 


(d)
prior to taking any action as directed under this Section 6.12, the Trustee shall be entitled to indemnity reasonably satisfactory
to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


Section
6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities
of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect
to such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind
an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


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


 




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Article
VII

TRUSTEE


 


Section
7.1 Duties of Trustee.


 


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


 


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


 


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


 


(ii)
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture;


 


however,
in the case of any such Officer’s Certificates or Opinions of Counsel which by any provisions hereof are specifically required
to be furnished to the Trustee, the Trustee shall examine such Officer’s Certificates and Opinions of Counsel to determine
whether or not they conform to the form requirements of this Indenture.


 


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


 


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


 


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


 


(iii)
The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities
of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
Series in accordance with Section 6.12.


 


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


 




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(e)
The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory
to it against the costs, expenses and liabilities that might be incurred by it in performing such duty or exercising such right
or power.


 


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


 


(g)
No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is
not assured to the Trustee to its reasonable satisfaction.


 


(h)
The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth
in paragraphs (e), (f) and (g) of this Section, each with respect to the Trustee.


 


Section
7.2 Rights of Trustee.


 


(a)
The Trustee may rely on 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 Officer’s Certificate or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or
Opinion of Counsel.


 


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


 


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


 


(e)
The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and
in reliance thereon.


 


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


 




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(g)
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.


 


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


 


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


 


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


 


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


 


Section
7.6 Reports by Trustee to Holders. Within 60 days after each anniversary of the date of this Indenture, the Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar, a brief report
dated as of such anniversary date, in accordance with, and to the extent required under, TIA § 313.


 


A
copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each national
securities exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities
of any Series are listed on any national securities exchange.


 


Section
7.7 Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as
the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable
out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s
agents and counsel.


 




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The
Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss,
liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred
by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not
be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.


 


The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through willful misconduct or negligence.


 


To
secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series
on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular
Securities of that Series.


 


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


 


The
provisions of this Section shall survive the termination of this Indenture.


 


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


 


The
Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to
the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove
the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect
to Securities of one or more Series if:


 


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


 


(b)
the Trustee is adjudged a bankrupt or an 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.


 




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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 Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


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


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately
after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien
provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee
shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as
Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken
or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement.


 


Section
7.9 Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor
Trustee, subject to Section 7.10.


 


Section
7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA §
310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).


 


Section
7.11 Preferential Collection of Claims Against 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.


 


Article
VIII

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section
8.1 Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except
as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(a)
either:


 




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(i)
all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that
have been replaced or paid) have been delivered to the Trustee for cancellation; or


 


(ii)
all such Securities not theretofore delivered to the Trustee for cancellation


 


(1)
have become due and payable, or


 


(2)
will become due and payable at their Stated Maturity within one year, or


 


(3)
have been called for redemption or 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, or


 


(4)
are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company, in the case of (1), (2) or (3) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government
Obligations sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have
become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may
be;


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2
and 8.5 shall survive.


 


Section
8.2 Application of Trust Funds; Indemnification.


 


(a)
Subject to the provisions of Section 8.5, all money or U.S. Government Obligations deposited with the Trustee pursuant to Section
8.1, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited
with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment
such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments
as contemplated by Sections 8.3 or 8.4.


 




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(b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal
received in respect of such obligations other than any payable by or on behalf of Holders.


 


(c)
The Trustee shall deliver or pay to the Company from time to time upon Company Order any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized
firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to
the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for
which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall
not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 


Section
8.3 Legal Defeasance of Securities of any Series. Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2
to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d)
hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be
in effect (and the Trustee, at the expense of the Company, shall, upon receipt of a Company Order, execute instruments acknowledging
the same), except as to:


 


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


 


(b)
the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


 


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


 


provided
that, the following conditions shall have been satisfied:


 


(d)
the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely
to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in
Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal
in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be
imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in
the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory
sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal
and such sinking fund payments are due;


 




    	 	33	 



    	 



    

 


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


 


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


 


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


 


(h)
the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


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


 


Section
8.4 Covenant Defeasance. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2 to be inapplicable to Securities
of any Series, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition
set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 as well as any additional covenants specified in a supplemental indenture
for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the
failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under
Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution
or an Officer’s Certificate delivered pursuant to Section 2.2.15 and designated as an Event of Default shall not constitute
a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:


 




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(a)
With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section
8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in
a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of
interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount
in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment
bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal
of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such
installments of interest or principal and such sinking fund payments are due;


 


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


 


(c)
No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit;


 


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


 


(e)
The Company shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company
with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


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


 


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


 


Section
8.6 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities
of any Series in accordance with Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under
this Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply
all such money in accordance with Section 8.1; provided, however, that if the Company has made any payment of principal of or
interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent after payment in full to the Holders.


 




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Article
IX

AMENDMENTS AND WAIVERS


 


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


 


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


 


(b)
to comply with Article V;


 


(c)
to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(d)
to surrender any of the Company’s rights or powers under this Indenture;


 


(e)
to add covenants or events of default for the benefit of the holders of Securities of any Series;


 


(f)
to comply with the applicable procedures of the applicable depositary;


 


(g)
to make any change that does not adversely affect the rights of any Security holder;


 


(h)
to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this
Indenture;


 


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


 


(j)
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or


 


(k)
to secure any or all of the Securities.


 


Section
9.2 With Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent
of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series),
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided
in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice
to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series)
may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.


 




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It
shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a
supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected
thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture
or waiver.


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)
make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;


 


(g)
make any change in Sections 6.8, 6.13 or 9.3 (this sentence); or


 


(h)
waive a redemption payment with respect to any Security, provided that such redemption is made at the Company’s option.


 




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


 


Section
9.5 Revocation and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent
is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion
of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver
becomes effective.


 


Any
amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless
it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security.


 


The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record
date is fixed, then notwithstanding the immediately preceding paragraph, those persons who were Holders at such record date (or
their duly designated proxies), and only those persons, shall be entitled to give such consent or to revoke any consent previously
given or take any such action, whether or not such persons continue to be Holders after such record date. No such consent shall
be valid or effective for more than 120 days after such record date.


 


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


 


Section
9.7 Trustee Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate or an Opinion of Counsel
complying with Section 10.4. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate
or Opinion of Counsel, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


Article
X

MISCELLANEOUS


 


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


 




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Section
10.2 Notices. Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or
the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail:


 


if
to the Company:


 


U.S.
Energy Corp.


950
S. Cherry Street, Suite 1515


Denver,
Colorado 80246


Facsimile:
(303) 993-3200


Attention:
Ryan Smith, Chief Financial Officer


 


With
copies to:


 


Kutak
Rock LLP


1801
California Street, Suite 3000


Denver,
Colorado 80202


Facsimile:
(303) 292-7799


Attention:
Peter E. Grandey


 


if
to the Trustee:


 


 _________________________


 


 _________________________


 


 _________________________


 


 _________________________


 


Attention:
___________________


 


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


 


Any
notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its
sufficiency with respect to other Securityholders of that or any other Series.


 


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


 


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


 


Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including
any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given
to the Depositary for such Security (or its designee) pursuant to the customary procedures of such Depositary.


 




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


 


Section
10.4 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 Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with; and


 


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


 


Section
10.5 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (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 has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


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


 


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


 


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


 


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


 




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Section
10.9 Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture
for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.


 


Section
10.10 Governing Law. THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO
THIS INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).


 


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


 


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


 


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


 


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


 


Section
10.15 Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto
or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal
amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there
are outstanding Securities of any Series which are denominated in more than one currency, then the principal amount of Securities
of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting
any such other currency into a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise
specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section
2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be at the spot rate for the purchase
of the designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial
Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected
in good faith by the Company) on any date of determination. The provisions of this paragraph shall apply in determining the equivalent
principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action
taken by Holders of Securities pursuant to the terms of this Indenture.


 




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All
decisions and determinations provided for in the preceding paragraph shall, in the absence of manifest error, to the extent permitted
by law, be conclusive for all purposes and irrevocably binding upon the Trustee and all Holders.


 


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


 


Article
XI

SINKING FUNDS


 


Section
11.1 Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement
of the Securities of a Series if so provided by the terms of such Securities pursuant to Section 2.2, except as otherwise permitted
or required by any form of Security of such Series issued pursuant to this Indenture.


 




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The
minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as
a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is
herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment
shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


 


Section
11.2 Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver
outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment
is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have
not been previously so credited. Such Securities shall be received by the Trustee, together with an Officer’s Certificate
with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities
for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result
of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of
that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the
Company.


 


Section
11.3 Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officer’s Certificate in respect of a particular Series of Securities) prior to each sinking
fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying
the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the
next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture
in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.


 




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


 


	 	U.S.
    Energy Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 


	 	[NAME
    OF TRUSTEE], as Trustee
	 	 	 
	 	By:	 
	 	Name:	             
	 	Its:	 


 




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