Indenture dated July 12, 2006


 Exhibit 4.6 
  

 PETROHAWK ENERGY CORPORATION 
 9 1/8% Senior
Notes due 2013 
 INDENTURE 
 Dated as of July 12, 2006 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  







 TABLE OF CONTENTS 
  


					
	ARTICLE I
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	Section 1.1	 	 Definitions
	  	1
	Section 1.2	 	 Other Definitions
	  	31
	Section 1.3	 	 Incorporation by Reference of Trust Indenture Act
	  	32
	Section 1.4	 	 Rules of Construction
	  	32
	
	ARTICLE II
	
	THE SECURITIES
			
	Section 2.1	 	 Form and Dating
	  	33
	Section 2.2	 	 Execution and Authentication
	  	34
	Section 2.3	 	 Registrar and Paying Agent
	  	35
	Section 2.4	 	 Paying Agent to Hold Money in Trust
	  	35
	Section 2.5	 	 Holder Lists
	  	36
	Section 2.6	 	 Transfer and Exchange
	  	36
	Section 2.7	 	 Replacement Securities
	  	48
	Section 2.8	 	 Outstanding Securities
	  	49
	Section 2.9	 	 Temporary Securities
	  	49
	Section 2.10	 	 Cancellation
	  	49
	Section 2.11	 	 Defaulted Interest
	  	50
	Section 2.12	 	 CUSIP Numbers
	  	50
	
	ARTICLE III
	
	REDEMPTION
			
	Section 3.1	 	 Notices to Trustee
	  	50
	Section 3.2	 	 Selection of Securities to Be Redeemed
	  	51
	Section 3.3	 	 Notice of Redemption
	  	51
	Section 3.4	 	 Effect of Notice of Redemption
	  	52
	Section 3.5	 	 Deposit of Redemption Price
	  	52
	Section 3.6	 	 Securities Redeemed in Part
	  	52
	Section 3.7	 	 Optional Redemption
	  	52
	Section 3.8	 	 Mandatory Redemption
	  	53
	
	ARTICLE IV
	
	COVENANTS
			
	Section 4.1	 	 Payment of Securities
	  	54
	Section 4.2	 	 SEC Reports
	  	54
	Section 4.3	 	 Incurrence of Indebtedness
	  	55

  

 i 








					
	Section 4.4	 	 Restricted Payments
	  	58
	Section 4.5	 	 Liens
	  	62
	Section 4.6	 	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	63
	Section 4.7	 	 Asset Sales
	  	64
	Section 4.8	 	 Transactions With Affiliates
	  	66
	Section 4.9	 	 Additional Subsidiary Guarantees
	  	68
	Section 4.10	 	 Business Activities
	  	68
	Section 4.11	 	 Change of Control
	  	68
	Section 4.12	 	 Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities
	  	69
	Section 4.13	 	 Appointment to Fill a Vacancy in the Office of Trustee
	  	70
	Section 4.14	 	 Provision as to Paying Agent
	  	70
	Section 4.15	 	 Maintenance of Corporate Existence
	  	71
	Section 4.16	 	 Compliance Certificate
	  	71
	Section 4.17	 	 Taxes
	  	72
	Section 4.18	 	 Stay, Extension and Usury Laws
	  	72
	Section 4.19	 	 2012 Notes
	  	72
	
	ARTICLE V
	
	SUCCESSOR COMPANY
			
	Section 5.1	 	 Merger, Consolidation or Sale of Assets
	  	73
	Section 5.2	 	 Successor Substituted
	  	74
	
	ARTICLE VI
	
	DEFAULTS AND REMEDIES
			
	Section 6.1	 	 Events of Default
	  	74
	Section 6.2	 	 Acceleration of Maturity; Rescission and Annulment
	  	76
	Section 6.3	 	 Other Remedies
	  	77
	Section 6.4	 	 Waiver of Past Defaults
	  	77
	Section 6.5	 	 Control by Majority
	  	77
	Section 6.6	 	 Limitation on Suits
	  	77
	Section 6.7	 	 Rights of Holders to Receive Payment
	  	78
	Section 6.8	 	 Collection Suit by Trustee
	  	78
	Section 6.9	 	 Trustee May File Proofs of Claim
	  	78
	Section 6.10	 	 Priorities
	  	79
	Section 6.11	 	 Undertaking for Costs
	  	79
	
	ARTICLE VII
	
	TRUSTEE
			
	Section 7.1	 	 Duties of Trustee
	  	79
	Section 7.2	 	 Rights of Trustee.
	  	80
	Section 7.3	 	 Individual Rights of Trustee
	  	81

  

 ii 








					
	Section 7.4	 	 Trustee’s Disclaimer
	  	81
	Section 7.5	 	 Notice of Defaults
	  	81
	Section 7.6	 	 Reports by Trustee to Holders
	  	82
	Section 7.7	 	 Compensation and Indemnity
	  	82
	Section 7.8	 	 Replacement of Trustee
	  	83
	Section 7.9	 	 Successor Trustee by Merger
	  	83
	Section 7.10	 	 Eligibility; Disqualification
	  	84
	Section 7.11	 	 Preferential Collection of Claims Against Company
	  	84
	
	ARTICLE VIII
	
	DISCHARGE OF INDENTURE; DEFEASANCE
			
	Section 8.1	 	 Discharge of Liability on Securities; Defeasance
	  	84
	Section 8.2	 	 Conditions to Defeasance
	  	86
	Section 8.3	 	 Delivery and Application of Trust Money
	  	87
	Section 8.4	 	 Repayment to Company
	  	87
	Section 8.5	 	 Indemnity for Government Securities
	  	87
	Section 8.6	 	 Reinstatement
	  	88
	
	ARTICLE IX
	
	AMENDMENTS
			
	Section 9.1	 	 Without Consent of Holders
	  	88
	Section 9.2	 	 With Consent of Holders
	  	89
	Section 9.3	 	 Compliance with Trust Indenture Act
	  	90
	Section 9.4	 	 Revocation and Effect of Consents and Waivers
	  	90
	Section 9.5	 	 Notation on or Exchange of Securities
	  	90
	Section 9.6	 	 Trustee to Sign Amendments
	  	91
	
	ARTICLE X
	
	SUBSIDIARY GUARANTEE
			
	Section 10.1	 	 Subsidiary Guarantee
	  	91
	Section 10.2	 	 Limitation on Liability
	  	92
	Section 10.3	 	 Execution and Delivery of Subsidiary Guarantee
	  	93
	Section 10.4	 	 Successors and Assigns
	  	93
	Section 10.5	 	 No Waiver
	  	93
	Section 10.6	 	 Right of Contribution
	  	94
	Section 10.7	 	 No Subrogation
	  	94
	Section 10.8	 	 Modification
	  	94
	Section 10.9	 	 Merger, Consolidation or Sale of Assets of a Guarantor; Release of a Guarantor
	  	94

  

 iii 








					
	ARTICLE XI
	
	MISCELLANEOUS
			
	Section 11.1	 	 Trust Indenture Act Controls
	  	95
	Section 11.2	 	 Notices
	  	96
	Section 11.3	 	 Communication by Holders with other Holders
	  	97
	Section 11.4	 	 Certificate and Opinion as to Conditions Precedent
	  	97
	Section 11.5	 	 Statements Required in Certificate or Opinion
	  	97
	Section 11.6	 	 When Securities Disregarded
	  	97
	Section 11.7	 	 Legal Holidays
	  	98
	Section 11.8	 	 Governing Law
	  	98
	Section 11.9	 	 No Personal Liability of Directors, Officers, Employees and Shareholders
	  	98
	Section 11.10	 	 Successors
	  	98
	Section 11.11	 	 Multiple Originals; Counterparts
	  	98
	Section 11.12	 	 Severability
	  	98
	Section 11.13	 	 Table of Contents; Headings
	  	99
	Section 11.14	 	 No Adverse Interpretation of Other Agreements
	  	99

 EXHIBITS 
 Exhibit A – Form of Security 
 Exhibit B – Form of Certificate of Transfer 
 Exhibit C – Form of
Certificate of Exchange 
 Exhibit D – Form of Notation of Subsidiary Guarantee 
 Exhibit E – Form of Supplemental Indenture to be Delivered by Future Guarantors 
  

 iv 







 CROSS-REFERENCE TABLE 
  

					
	Trust Indenture Act Section	  	Indenture Section
	 310
	 	 (a)(1)
	  	7.10
		 	 (a)(2)
	  	7.10
		 	 (a)(3)
	  	N.A.
		 	 (a)(4)
	  	N.A.
		 	 (b)
	  	7.8; 7.10
		 	 (c)
	  	N.A.
	 311
	 	 (a)
	  	7.11
		 	 (b)
	  	7.11
		 	 (c)
	  	N.A.
	 312
	 	 (a)
	  	2.5
		 	 (b)
	  	11.3
		 	 (c)
	  	11.3
	 313
	 	 (a)
	  	7.6
		 	 (b)(1)
	  	N.A.
		 	 (b)(2)
	  	7.6
		 	 (c)
	  	7.6
		 	 (d)
	  	7.6
	 314
	 	 (a)
	  	4.2; 4.11; 11.2
		 	 (b)
	  	N.A.
		 	 (c)(1)
	  	11.4
		 	 (c)(2)
	  	11.4
		 	 (c)(3)
	  	N.A.
		 	 (d)
	  	N.A.
		 	 (e)
	  	11.5
		 	 (f)
	  	N.A.
	 315
	 	 (a)
	  	7.1
		 	 (b)
	  	7.5; 11.2
		 	 (c)
	  	7.1
		 	 (d)
	  	7.1
		 	 (e)
	  	6.11
	 316
	 	 (a)(last sentence)
	  	11.6
		 	 (a)(1)(A)
	  	6.5
		 	 (a)(1)(B)
	  	6.4
		 	 (a)(2)
	  	N.A.
		 	 (b)
	  	6.7
	 317
	 	 (a)(1)
	  	6.8
		 	 (a)(2)
	  	6.9
		 	 (b)
	  	2.4
	 318
	 	 (a)
	  	11.1

 N.A. means Not Applicable. 
  

 Note: This Cross-Reference Table shall
not, for any purpose, be deemed to be part of this Indenture. 
  

 v 







 INDENTURE, dated as of July 12, 2006, among PETROHAWK ENERGY CORPORATION, a Delaware corporation
(the “Company”), each of the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”). 
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s 9 1/8% Senior Notes due 2013 issued on the date hereof (the “Initial Securities”), the Holders of any Additional Securities (as defined herein) issued hereafter and, if and when issued in exchange
for the Initial Securities or any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s 9 1/8% Senior Notes due 2013 provided in exchange for such Initial Securities or Additional Securities: 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.1 Definitions 
 “144A Global
Security” means a Global Security substantially in the form of Exhibit A hereto bearing the Global Security Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount of the Securities initially sold in reliance on Rule 144A. 
 “ACNTA” means (without duplication), as of the date of determination: 
  

	 	(1)	the sum of: 

  

	 	(a)	discounted future net revenue from proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any
state or federal income taxes, as estimated in a reserve report prepared as of the end of the Company’s most recently completed fiscal year, which reserve report is prepared or reviewed by independent petroleum engineers, as increased by, as of
the date of determination, the discounted future net revenue of: 

  

	 	(i)	estimated proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries attributable to acquisitions consummated since the date of such year-end reserve
report, and 

  

	 	(ii)	 estimated crude oil and natural gas reserves of the Company and its Restricted Subsidiaries attributable to extensions, discoveries and other additions and upward
determinations of estimates of proved crude oil and natural gas reserves (including previously estimated development costs incurred during the period and the accretion of discount since the prior year end) due to exploration, development or
exploitation, production or other activities which reserves were not reflected in such year-end reserve report, 









 
in the case of the determination made under each of clauses (i) and (ii) above, calculated in accordance with SEC guidelines (utilizing the prices
utilized in such year-end reserve report), and decreased by, as of the date of determination, the discounted future net revenue attributable to 
  

	 	(iii)	estimated proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries reflected in such year-end reserve report produced or disposed of since the date
of such year-end reserve report, and 

  

	 	(iv)	reductions in the estimated crude oil and natural gas reserves of the Company and its Restricted Subsidiaries reflected in such year-end reserve report since the date of such
year-end reserve report attributable to downward determinations of estimates of proved crude oil and natural gas reserves due to exploration, development or exploitation, production or other activities conducted or otherwise occurring since the date
of such year-end reserve report, in each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report); 

 provided, however, that, in the case of each of the determinations made pursuant to clauses (i) through (iv), such increases and decreases shall be as estimated by the Company’s engineers,
except that if as a result of such acquisitions, dispositions, discoveries, extensions or revisions, there is a Material Change, then such increases and decreases in the discounted future net revenue shall be confirmed in writing by an independent
petroleum engineer; 
  

	 	(b)	the capitalized costs that are attributable to crude oil and natural gas properties of the Company and its Restricted Subsidiaries to which no proved crude oil and natural gas
reserves are attributed, based on the Company’s books and records as of a date no earlier than the date of the Company’s latest annual or quarterly financial statements; 

  

	 	(c)	the Net Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly financial statements; and 

  

	 	(d)	the greater of (I) the net book value on a date no earlier than the date of the Company’s latest annual or quarterly financial statements and (II) the appraised value, as
estimated by independent appraisers within the immediately preceding 12 months, of other tangible assets of the Company and its Restricted Subsidiaries (provided that the Company shall not be required to obtain such an appraisal of such assets if no
such appraisal has been performed); 

  

 2 







 minus 
  

	 	(2)	to the extent not otherwise taken into account in the immediately preceding clause (1), the sum of: 

  

	 	(a)	minority interests; 

  

	 	(b)	any net gas or other balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest audited financial statements;


  

	 	(c)	the discounted future net revenue, calculated in accordance with SEC guidelines (utilizing the same prices utilized in the Company’s year-end reserve report), attributable to
reserves subject to participation interests, royalty interests, overriding royalty interests, net profits interests or other interests of third parties, pursuant to participation, partnership, vendor financing or other agreements then in effect, or
which otherwise are required to be delivered to third parties; 

  

	 	(d)	the discounted future net revenue, calculated in accordance with SEC guidelines (utilizing the same prices utilized in the Company’s year-end reserve report), attributable to
reserves that are required to be delivered to third parties to fully satisfy the obligations of the Company and its Restricted Subsidiaries with respect to Volumetric Production Payments on the schedules specified with respect thereto; and


  

	 	(e)	the discounted future net revenue, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments that, based on the
estimates of production included in determining the discounted future net revenue specified in the immediately preceding clause (1)(a) (utilizing the same prices utilized in the Company’s year-end reserve report), would be necessary to
satisfy fully the obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto. 

 If the Company changes its method of accounting from the full cost method to the successful efforts method or a similar method of accounting, ACNTA will continue to be
calculated as if the Company were still using the full cost method of accounting. 
 “Acquired Debt” means, with respect to
any specified Person: 
  

	 	(1)	Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 

  

 3 








	 	(2)	Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

 “Additional Interest” means, with respect to any Securities, the additional interest thereon, if any, required by the Registration Rights Agreement applicable to such Securities. 
 “Additional Securities” means any Securities (other than the Initial Securities or the Exchange Securities) issued under this Indenture
in accordance with Sections 2.2 and 4.3 hereof, as part of the same series as the Initial Securities to the extent outstanding and any Exchange Securities then outstanding. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For
purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings. 
 “Agent” means the Escrow Agent and any Registrar or Paying Agent. 
 “Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means: 
  

	 	(1)	the sale, lease, conveyance or other disposition (including, without limitation, by means of a sale and leaseback transaction) of any assets, including, without limitation, any sale
of hydrocarbons or other mineral products as a result of the creation of Production Payments and Reserve Sales (other than Production Payments and Reserve Sales created or sold in connection with the financing of, and within 90 days after, the
acquisition of the properties subject thereto); provided that the sale, lease conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.11 hereof and/or Section 5.1 hereof and not by the provisions of Section 4.7 hereof; and 

  

	 	(2)	the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries (other than directors’
qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary). 

  

 4 







 Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales: 
  

	 	(1)	any single transaction or series of related transactions that: (a) involves assets having a Fair Market Value of less than $2.0 million; or (b) results in Net Proceeds to
the Company and its Restricted Subsidiaries of less than $2.0 million; 

  

	 	(2)	a transfer of assets between or among the Company and its Restricted Subsidiaries; 

  

	 	(3)	an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; 

  

	 	(4)	a disposition of cash or Cash Equivalents; 

  

	 	(5)	a Permitted Investment or a Restricted Payment that is permitted by Section 4.4 hereof; 

  

	 	(6)	a disposition of oil, natural gas or other hydrocarbons or other mineral products in the ordinary course of business of the oil and gas production operations of the Company and its
Subsidiaries; 

  

	 	(7)	any abandonment, relinquishment, farm-in, farm-out, lease and sub-lease of developed and/or undeveloped properties made or entered into in the ordinary course of business, but
excluding any disposition as a result of the creation of a Production Payment and Reserve Sale; 

  

	 	(8)	the provision of services, equipment and other assets for the operation and development of the Company’s and its Restricted Subsidiaries’ oil and natural gas wells, in the
ordinary course of the Company’s and its Restricted Subsidiaries’ Oil and Gas Business, notwithstanding that such transactions may be recorded as asset sales in accordance with full cost accounting guidelines; 

  

	 	(9)	the creation or perfection of a Lien (but not the sale or other disposition of any asset subject to such Lien); 

  

	 	(10)	the trade or exchange (“Permitted Asset Exchange”) by the Company or any Restricted Subsidiary of any crude oil or natural gas property or interest therein owned or held
by the Company or such Restricted Subsidiary for (a) any crude oil or natural gas property or interest therein owned or held by another Person or (b) the Capital Stock of another Person that becomes a Restricted Subsidiary as a result of
such trade or exchange or the Capital Stock of another Person that is a joint venture, partnership or other similar entity, in each case all or substantially all of whose assets consist of crude oil or natural gas properties, including in the case
of either of clauses (a) or (b), any cash or cash equivalents necessary in order to achieve an exchange of equivalent value; provided, however, that the value of the property or Capital Stock received by the Company or any Restricted
Subsidiary in such trade or exchange (including any cash or cash equivalents) is at least equal to the Fair Market Value of the property (including any cash or cash equivalents) so traded or exchanged; 

  

 5 








	 	(11)	the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; 

  

	 	(12)	any assignment of an overriding royalty or net profits interest to an employee or consultant of the Company or any of its Restricted Subsidiaries in the ordinary course of business
in connection with the generation of prospects or the development of oil and natural gas projects; and 

  

	 	(13)	the sale or other disposition (whether or not in the ordinary course of business) of oil and gas properties, provided at the time of such sale or other disposition such properties
do not have associated with them any proved reserves. 

 “Attributable Debt” in respect of a sale and
leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for
which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. As used
in the preceding sentence, the “net rental payments” under any lease for any such period shall mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts
required to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall
also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. 
 “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state law for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule l3d-3 and Rule l3d-5 under the Exchange Act. 
 “Board of Directors” means, with respect to any Person, the board of directors of such Person or any duly authorized committee thereof.

 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable
Person to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. 
 “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability of a Person in
respect of a capital lease that would at that time be required to be capitalized on a balance sheet of such Person in accordance with GAAP. 
  

 6 







 “Capital Stock” means: 
  

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

  

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


  

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

  

	 	(4)	any other interest or participation (other than any debt security convertible into an equity interest) that confers on a Person the right to receive a share of the profits and
losses of, or distributions of assets of, the issuing Person. 

 “Cash Equivalents” means: 
  

	 	(1)	United States dollars; 

  

	 	(2)	securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition; 

  

	 	(3)	demand accounts, time deposit accounts, certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’
acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson BankWatch rating of “B” or better (or an
equivalent rating by any successor to the business of Thomson BankWatch, including Fitch Ratings); 

  

	 	(4)	repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above; 

  

	 	(5)	commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. (or its successor) or Standard & Poor’s Ratings Services (or its
successor) and in each case maturing within 270 days after the date of acquisition; 

  

	 	(6)	deposits and certificates of deposit with any commercial bank not meeting the qualifications specified in clause (3) above, provided all such deposits do not exceed $1.0
million in the aggregate at any one time; and 

  

	 	(7)	money market or other mutual funds substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this
definition. 

  

 7 







 “Change of Control” means the occurrence of any of the following: 
  

	 	(1)	the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of
the assets of the Company and its Subsidiaries taken as a whole; 

  

	 	(2)	the adoption by the Board of Directors of a plan of liquidation or dissolution of the Company; 

  

	 	(3)	the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in
Section 13(d)(3) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of the Company, measured by voting power rather than number of shares; 

  

	 	(4)	the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or 

  

	 	(5)	the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person
immediately after giving effect to such issuance. 

 “Clearstream” means Clearstream Banking,
société anonyme, or any successor securities clearance agency. 
 “Code” means the U.S. Internal Revenue Code
of 1986 and any successor statute thereto, in each case as amended from time to time. 
 “Commodity Agreement” means any oil
or natural gas hedging agreement and other agreement or arrangement entered into in the ordinary course of business and designed to protect the Company or any Restricted Subsidiary against fluctuations in oil or natural gas prices. 
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
 “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom: 
  

 8 








	 	(1)	the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of
dividends or distributions paid in cash to the specified Person or a Subsidiary thereof; 

  

	 	(2)	the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is
not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 

  

	 	(3)	the cumulative effect of a change in accounting principles; 

  

	 	(4)	any write-downs of non-current assets; provided, however, that any “ceiling limitation” write-downs under SEC guidelines shall be treated as capitalized costs, as
if such write-downs had not occurred; 

  

	 	(5)	any unrealized non-cash gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting from the application of FAS 133);


  

	 	(6)	any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; 

  

	 	(7)	any extraordinary or non-recurring gain (or loss), together with any related provision for taxes on such extraordinary or non-recurring gain (or loss); and 


 

	 	(8)	any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards. 

 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: 
  

	 	(1)	was a member of such Board of Directors on the Issue Date; or 

  

	 	(2)	was nominated for election, appointed or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of
such nomination, appointment or election. 

 “Corporate Trust Office of the Trustee” means the office of the
Trustee at which at any time its corporate trust business shall be administered in the City of New York, State of New York, which office at the date hereof is located at 100 Wall Street, Suite 1600, New York, New York 10005, Attention: Corporate
Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company given in accordance with Section 11.2 hereof. 
  

 9 







 “Credit Facilities” means, with respect to the Company or any Guarantor, one or more
debt facilities or commercial paper facilities (including, without limitation, the Existing Credit Facilities), in each case with banks or other lenders in the business of providing loans of the types described hereinafter, providing for revolving
credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or letter of credit
guarantees, in each case, as amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced in whole or in part from time to time. 
 “Currency Agreements” means, at any time as to the Company and its Restricted Subsidiaries, any foreign currency exchange agreement, option or future contract or other similar agreement or arrangement
entered into in the ordinary course of business and designed to protect against or manage the Company or any of its Restricted Subsidiaries’ exposure to fluctuations in foreign currency exchange rates. 
 “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

 “Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in accordance
with Section 2.6 hereof, substantially in the form of Exhibit A hereto except that such Security shall not bear the Global Security Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Security” attached thereto. 
 “Depositary” means The Depository Trust Company, until a successor shall have been
appointed and become such Depositary pursuant to this Indenture and thereafter shall mean its successor. 
 “Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures
or is mandatorily redeemable, for any consideration other than Capital Stock pursuant to a sinking fund obligation or otherwise, or is redeemable for any consideration other than Capital Stock at the option of the holder thereof, in whole or in
part, on or prior to the date that is 91 days after the date on which the Securities mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to
require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.4 hereof. 
  

 10 







 “Dollar-Denominated Production Payments” mean production payment obligations recorded as
liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith. 
 “EBITDA”
means, with respect to any Person for any period, without duplication, the Consolidated Net Income of such Person for such period plus: 
  

	 	(1)	provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing
such Consolidated Net Income; plus 

  

	 	(2)	consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed
interest with aspect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Interest Rate Agreements), to the
extent that any such expense was deducted in computing such Consolidated Net Income; plus 

  

	 	(3)	depreciation, depletion, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period)
and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period other than
non-cash charges resulting from the application of FAS 143) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income; minus 

  

	 	(4)	non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, in each case, on a consolidated basis
and determined in accordance with GAAP; minus 

  

	 	(5)	(to the extent included in determining Consolidated Net Income) the sum of 

  

	 	(a)	the amount of deferred revenues that are amortized during the period and are attributable to reserves that are subject to Volumetric Production Payments; and


  

	 	(b)	amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments. 

 Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation, depletion and amortization and other
non-cash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute EBITDA of 
  

 11 







 the Company only to the extent that a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders. 
 “Equity Interests” mean Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means: 
  

	 	(1)	any underwritten public offering of common stock of the Company registered under the Securities Act (other than on Form S-8 or any successor thereto) and other than any issuance of
securities under any benefit plan of the Company; and 

  

	 	(2)	any unregistered offering of common stock of the Company, so long as, at the time of the consummation thereof, the Company has a class of common equity securities registered
pursuant to Section 12(b) or 12(g) under the Exchange Act. 

 “Escrow Agent” means U.S. Bank National
Association, in its capacity as escrow agent under the Escrow Agreement. 
 “Escrow Agreement” means the Escrow Agreement
dated as of the Issue Date among Credit Suisse Securities (USA) LLC, as representative of Initial Purchasers, the Trustee and the Escrow Agent. 
 “Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearance agency. 
 “Exchange
Act” means the Securities Exchange Act of 1934 and any successor statute thereto, in each case as amended from time to time. 
 “Exchange Offer Registration Statement” means the registration statement of the Company relating to any offer to exchange Exchange Securities for either Initial Securities or Additional Securities pursuant to a Registration
Rights Agreement. 
 “Exchange Securities” means Securities issued in an exchange offer for Initial Securities or Additional
Securities in accordance with a Registration Rights Agreement. 
 “Exchanging Dealer” means a broker-dealer that exchanges
Securities in a Registered Exchange Offer that it has acquired for its own account as a result of market making activities or other trading activities. 
 “Existing Credit Facilities” means the senior secured revolving credit facility of the Company under the Second Amended and Restated Senior Revolving Credit Agreement, dated as of the Issue Date, by
and among the Company and the commercial lending institutions that are agents and lenders thereunder. 
  

 12 







 “Existing Indebtedness” means Indebtedness outstanding on the Issue Date. 
 “Fair Market Value” means, with respect to any Asset Sale (or Permitted Asset Exchange) or Restricted Payment (or Investment or
Permitted Investment), the price that would be negotiated in an arm’s-length transaction between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in
good faith by: 
  

	 	(1)	if the value of such Asset Sale (or Permitted Asset Exchange having a value of more than $2.0 million) or Restricted Payment (or Investment or Permitted Investment) is less than
$10.0 million, an officer of the Company, as evidenced by an Officers’ Certificate delivered to the Trustee; and 

  

	 	(2)	if the value of such Asset Sale (or Permitted Asset Exchange) or Restricted Payment (or Investment or Permitted Investment) is $10.0 million or greater, the Board of Directors of
the Company, as evidenced by a board resolution delivered to the Trustee in the form of an Officers’ Certificate. 

 “Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the EBITDA of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such
period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, redeems or repays any Indebtedness (other than revolving credit borrowings unless the commitments to lend associated with such
revolving credit borrowings are permanently reduced or canceled) or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption or
repayment of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
  

	 	(1)	acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period; 


 

	 	(2)	the EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded;
and 

  

	 	(3)	the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. 

  

 13 







 “Fixed Charges” means, with respect to any Person for any period, the sum, without
duplication, of: 
  

	 	(1)	the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized, including, without
limitation, original issue discount, non-cash interest payments (other than amortization of debt issuance costs), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts, and other fees and charges incurred in respect of letters of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Interest Rate
Agreements; plus 

  

	 	(2)	the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 

  

	 	(3)	any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one
of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

  

	 	(4)	all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity
Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company. 

 “Foreign Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of a foreign jurisdiction and having substantially all its operations outside the United States of
America. 
 “GAAP” means generally accepted accounting principles 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 from time to time. 
 “Global Securities” means,
individually and collectively, each of the Restricted Global Securities and the Unrestricted Global Securities. 
 “Global Security
Legend” means the legend set forth in Section 2.6(g)(2), which is required to be placed on all Global Securities issued under this Indenture. 
 “Government Securities” means direct obligations, or certificates representing an ownership interest in such obligations, of the United States of America (including any agency or instrumentality
thereof) for the payment of which the full faith and credit of the United States of America is pledged and that are not callable at the issuer’s option. 
  

 14 







 “Guarantee” means, without duplication, any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person and any other obligation, direct or indirect, contingent or otherwise, of such Person: 
  

	 	(1)	to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or 

  


	 	(2)	entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment therefor to protect such obligee against loss in respect thereof (in
whole or in part); 

 provided, however, that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantors” means each Subsidiary that executes this Indenture as a Guarantor, any Restricted Subsidiary of the Company that becomes a Guarantor thereafter in accordance with the provisions of this Indenture, and their
respective successors and assigns. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under Currency Agreements, Interest Rate Agreements and Commodity Agreements. 
 “Holder” means a person in whose
name a Security is registered on the Registrar’s books. 
 “Indebtedness” means, with respect to any specified Person,
without duplication, 
  

	 	(1)	all obligations of such Person, whether or not contingent, in respect of: 

  

	 	(a)	the principal of and premium, if any, in respect of outstanding (i) Indebtedness of such Person for money borrowed and (ii) Indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such Person is responsible or liable; 

  

	 	(b)	all Capital Lease Obligations of such Person and all Attributable Debt in respect of sale and leaseback transactions entered into by such Person; 

  

	 	(c)	the deferred purchase price of property, which purchase price is due more than six months after the date of taking delivery of title to such property, including all obligations of
such Person for the deferred purchase price of property under any title retention agreement, but excluding accrued expenses and trade accounts payable arising in the ordinary course of business; and 

  

 15 








	 	(d)	the reimbursement obligation of any obligor for the principal amount of any letter of credit, banker’s acceptance or similar transaction (excluding obligations with respect to
letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to
the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); 

  

	 	(2)	all net obligations in respect of Currency Agreements, Interest Rate Agreements and Commodity Agreements, except to the extent such net obligations are otherwise included in this
definition; 

  

	 	(3)	all liabilities of others of the kind described in the preceding clause (1) or (2) that such Person has Guaranteed or that are otherwise its legal liability;


  

	 	(4)	with respect to any Production Payment and Reserve Sale, any warranties or guaranties of production or payment by such Person with respect to such Production Payment and Reserve
Sale but excluding other contractual obligations of such Person with respect to such Production Payment and Reserve Sale; 

  

	 	(5)	Indebtedness (as otherwise defined in this definition) of another Person secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person,
the amount of such obligations being deemed to be the lesser of 

  

	 	(a)	the full amount of such obligations so secured and 

  

	 	(b)	the fair market value of such asset as determined in good faith by such specified Person; 

  

	 	(6)	Disqualified Stock of such Person or a Restricted Subsidiary in an amount equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either
case, any redemption or repurchase premium) or the liquidation preference thereof; 

  

	 	(7)	the aggregate preference in respect of amounts payable on the issued and outstanding shares of preferred stock of any of the Company’s Restricted Subsidiaries in the event of
any voluntary or involuntary liquidation, dissolution or winding up (excluding any such preference attributable to such shares of preferred stock that are owned by such Person or any of its Restricted Subsidiaries; provided, that if such
Person is the Company, such exclusion shall be for such preference attributable to such shares of preferred stock that are owned by the Company or any of its Restricted Subsidiaries); and 

  

	 	(8)	any and all deferrals, renewals, extensions, refinancings and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind
described in any of the preceding clauses (1), (2), (3), (4), (5), (6) or (7) or this clause (8), whether or not between or among the same parties. 

  

 16 







 Subject to clause (4) of the preceding sentence, Production Payments and Reserve Sales shall not be deemed to be
Indebtedness. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant. 
 “Initial Purchasers” means with respect to the Initial Securities, Credit Suisse Securities (USA) LLC, Banc of America Securities LLC,
J.P. Morgan Securities Inc., BNP Paribas Securities Corp, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and BMO Capital Markets Corp. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Interest Rate Agreements” means, with respect to the Company and its Restricted Subsidiaries, interest rate agreements, interest rate
cap agreements and interest rate collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in interest rates, with respect to any Indebtedness that is permitted to be incurred under this Indenture.

 “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)
in the forms of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no
longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the third to last paragraph of Section 4.4 hereof. 
 “Issue
Date” means July 12, 2006. 
 “KCS Merger” means the merger of KCS Energy, Inc. with the Company pursuant to
the KCS Merger Agreement. 
 “KCS Merger Agreement” means that certain Amended and Restated Agreement and Plan of Merger
dated as of May 16, 2006, and effective as of April 20, 2006, among KCS Energy, Inc., the Company and Hawk Nest Corporation, as amended or supplemented from time to time. 
  

 17 







 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
 “Make Whole Premium” means, with respect to a Security at any time, the excess, if any, of (a) the present value at such time of
(i) the Redemption Price of such Security at July 15, 2010 plus (ii) any required interest payments due on such Security through July 15, 2010 (except for currently accrued and unpaid interest), computed using a discount rate
equal to the Treasury Rate plus 50 basis points, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30 day months), over (b) the principal amount of such Security. 
 “Material Change” means an increase or decrease (excluding changes that result solely from changes in prices and changes resulting from
the incurrence of previously estimated future development costs) of more than 25% during a fiscal quarter in the discounted future net revenues from proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries, calculated
in accordance with clause (a)(i) of the definition of ACNTA; provided, however, that the following will be excluded from the calculation of Material Change: 
  

	 	(1)	any acquisitions during the fiscal quarter of oil and natural gas reserves that have been estimated by independent petroleum engineers and with respect to which a report or reports
of such engineers exist; and 

  

	 	(2)	any disposition of properties existing at the beginning of such fiscal quarter that have been disposed of in compliance with Section 4.7 hereof.


 “Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock or the sale or incurrence of any
Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees
and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale. 
 “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of, without duplication: 
  

	 	(1)	the direct costs relating to such Asset Sale, including, without limitation, legal, title, engineering, environmental, accounting and investment banking fees, and sales commissions,
and any relocation expenses incurred as a result thereof; 

  

	 	(2)	taxes paid or payable as a result thereof; 

  

 18 








	 	(3)	amounts required to be applied to the repayment of Indebtedness (other than under the Credit Facilities) secured by a Lien on the asset or assets that were the subject of such Asset
Sale; 

  

	 	(4)	any reserve established in accordance with GAAP against liabilities associated with such Asset Sale or any amount placed in escrow for adjustment in respect of the purchase price of
such Asset Sale, until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall be increased by the amount of the reserve so reversed or the amount returned to the Company or its Restricted
Subsidiaries from such escrow arrangement, as the case may be; and 

  

	 	(5)	any distributions and other payments required to be made to minority interest holders in any Restricted Subsidiaries as a result of such Asset Sale. 

 “Net Working Capital” means: 
  

	 	(1)	all current assets of the Company and its Restricted Subsidiaries, minus  

  

	 	(2)	all current liabilities of the Company and its Restricted Subsidiaries, except current liabilities included in Indebtedness; 

 in each case determined in accordance with GAAP. 
 “Non-Recourse Debt” means Indebtedness: 
  

	 	(1)	as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and 

  

	 	(2)	no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice,
lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.


 “Non-Recourse Purchase Money Indebtedness” means Indebtedness (other than Capital Lease Obligations) of the
Company or any Guarantor incurred in connection with the acquisition by the Company or such Guarantor of assets used in the Oil and Gas Business (including office buildings and other real property used by the Company or such Guarantor in conducting
its operations) with respect to which: 
  

	 	(1)	the holders of such Indebtedness agree that they will look solely to the assets so acquired that secure such Indebtedness, and neither the Company nor any Restricted Subsidiary
(a) is directly or indirectly liable for such Indebtedness or (b) provides credit support, including any undertaking, Guarantee, agreement or instrument that would constitute Indebtedness (other than the grant of a Lien on such acquired
assets); and 

  

 19 








	 	(2)	no default or event of default with respect to such Indebtedness would cause, or permit (after notice or passage of time or otherwise), any holder of any other Indebtedness of the
Company or a Guarantor to declare a default or event of default on such other Indebtedness or cause the payment, repurchase, redemption, defeasance or other acquisition or retirement for value thereof to be accelerated or payable prior to any
scheduled principal payment, scheduled sinking fund payment or maturity. 

 “Officer” means, with respect to
any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the Secretary of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers or by an officer and either an
Assistant Treasurer or an Assistant Secretary of the Company and that complies with Sections 11.4 and 11.5 of this Indenture and is delivered to the Trustee. 
 “Oil and Gas Business” means: 
  

	 	(1)	the acquisition, exploration, exploitation, development, operation or disposition of interests in, or obtaining production from, oil, natural gas or other hydrocarbon properties;


  

	 	(2)	the gathering, marketing, treating, processing (but not refining), storage, selling or transporting of any production from such interests or properties; or 


 

	 	(3)	any activity that is ancillary, necessary or appropriate to facilitate, or that is incidental to, the activities described in clauses (1) and (2) of this definition.


 “Oil and Gas Liens” means: 
  


	 	(1)	Liens on any specific property or any interest therein, construction thereon or improvement thereto to secure all or any part of the costs incurred for surveying, exploration,
drilling, extraction, development, operation, production, construction, alteration, repair or improvement of, in, under or on such property and the plugging and abandonment of wells located thereon (it being understood that, in the case of oil and
gas producing properties, or any interest therein, costs incurred for “development” will include costs incurred for all facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a
part or that relate to such properties or interests); 

  

	 	(2)	Liens on an oil or gas producing property to secure obligations incurred or Guarantees of obligations incurred in connection with or necessarily incidental to commitments for the
purchase or sale of, or the transportation or distribution of, the products derived from such property; 

  

 20 








	 	(3)	Liens arising under partnership agreements, oil and gas leases, overriding royalty agreements, net profits agreements, production payment agreements, royalty trust agreements,
incentive compensation programs on terms that are reasonably customary, in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, farm-out agreements, farm-in
agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of oil, gas or other hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements,
operating agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical
permits or agreements, and other agreements that are customary in the Oil and Gas Business; provided, however, that in all instances such Liens are limited to the assets that are the subject of the relevant agreement, program, order or
contract; 

  

	 	(4)	Liens securing Production Payments and Reserve Sales; provided that such Liens are limited to the property that is subject to such Production Payments and Reserve Sales, and
such Production Payments and Reserve Sales either: 

  

	 	(a)	were in existence on the Issue Date, 

  

	 	(b)	were created in connection with the acquisition of property after the date of this Indenture and such Lien was incurred in connection with the financing of, and within 90 days after
the acquisition of the property subject thereto, or 

  

	 	(c)	constitute Asset Sales made in compliance with Section 4.7 hereof; and 

  

	 	(5)	Liens on pipelines or pipeline facilities that arise by operation of law. 

 “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee and that complies with Sections 11.4 and 11.5 of this Indenture and is
delivered to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
 “Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

 “Permitted Business Investments” means Investments made in the ordinary course of, and of a nature that is or shall have
become customary in, the Oil and Gas Business, including through agreements, transactions, interests or arrangements that permit one to share risk or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives
customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including without limitation: 
  

	 	(1)	ownership of oil, natural gas, other related hydrocarbon and mineral properties or any interest therein or gathering, transportation, processing, storage or related systems; and


  

 21 








	 	(2)	the entry into operating agreements, joint ventures, processing agreements, working interests, royalty interests, mineral leases, farm-in agreements, farm-out agreements,
development agreements, production sharing agreements, area of mutual interest agreements, contracts for the sale, transportation or exchange of oil and natural gas and related hydrocarbons and minerals, unitization agreements, pooling arrangements,
joint bidding agreements, service contracts, partnership agreements (whether general or limited), or other similar or customary agreements (including for limited liability companies), transactions, properties, interests or arrangements, and
Investments and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the Oil and Gas Business, excluding, however, Investments in corporations. 

 “Permitted Investments” means: 
  

	 	(1)	any Investment in the Company or in a Restricted Subsidiary of the Company; 

  

	 	(2)	any Investment in Cash Equivalents; 

  

	 	(3)	any Investment by the Company or any Restricted Subsidiary of the Company in a Person if as a result of such Investment: 

  

	 	(a)	such Person becomes a Restricted Subsidiary of the Company; or 

  

	 	(b)	such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company; 

  

	 	(4)	any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.7 hereof.


  

	 	(5)	any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 

  

	 	(6)	receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade
terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; 

  

	 	(7)	payroll, travel, relocation and similar advances to officers, directors and employees to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 

  

 22 








	 	(8)	loans or advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary made for bona fide business purposes; 


 

	 	(9)	Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor or received in connection with a work-out or recapitalization of the issuer or as a result of a foreclosure or
other transfer of title or perfection or enforcement of any lien with respect to any secured Investment in default; 

  

	 	(10)	Hedging Obligations, which transactions or obligations are incurred in compliance with Section 4.3 hereof. 

  

	 	(11)	Permitted Business Investments; and 

  

	 	(12)	other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this clause (12) since the Issue Date, not to exceed $20.0 million. 

 “Permitted Liens” means: 
  

	 	(1)	Liens on any property or assets of the Company and any Guarantor securing Indebtedness and other obligations under Credit Facilities that were permitted by the terms of this
Indenture to be incurred; 

  

	 	(2)	Liens in favor of the Company or the Guarantors; 

  

	 	(3)	Liens on any property or assets of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any property or assets other than those of the Person merged into or consolidated with the Company or the Restricted
Subsidiary; 

  

	 	(4)	Liens on any property or assets existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were not
incurred in connection with the contemplation of such acquisition; 

  

	 	(5)	Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of
business; 

  

	 	(6)	Liens existing on the Issue Date; 

  

 23 








	 	(7)	Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course
of business; 

  

	 	(8)	Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the
same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced
or is in respect of property that is the security for a Permitted Lien hereunder; 

  

	 	(9)	Liens securing Hedging Obligations of the Company or any of its Restricted Subsidiaries; 

  

	 	(10)	Liens securing Non-Recourse Purchase Money Indebtedness granted in connection with the acquisition by the Company or any Restricted Subsidiary of assets used in the Oil and Gas
Business (including the office buildings and other real property used by the Company or such Restricted Subsidiary in conducting its operations); provided that (i) such Liens attach only to the assets acquired with the proceeds of such
Non-Recourse Purchase Money Indebtedness; and (ii) such Non-Recourse Purchase Money Indebtedness is not in excess of the purchase price of such fixed assets; and 

  

	 	(11)	any Lien incurred in the ordinary course of business incidental to the conduct of the business of the Company or the Restricted Subsidiaries or the ownership of their property
(including (a) easements, rights of way and similar encumbrances, (b) rights or title of lessors under leases (other than Capital Lease Obligations), (c) rights of collecting banks having rights of setoff, revocation, refund or
chargeback with respect to money or instruments of the Company or the Restricted Subsidiaries on deposit with or in the possession of such banks, (d) Liens imposed by law, including Liens under workers’ compensation or similar legislation
and mechanics’, carriers’, warehousemen’s, materialmen’s, suppliers’ and vendors’ Liens, (e) Liens incurred to secure performance of obligations with respect to statutory or regulatory requirements, performance or
return-of-money bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice and (f) Oil and Gas Liens, in each case which are not incurred in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of property (other than trade accounts payable arising in the ordinary course of business)); and 

  

	 	(12)	Liens for taxes, assessments and governmental charges not yet due or the validity of which are being contested in good faith by appropriate proceedings, promptly instituted and
diligently conducted, and for which adequate reserves have been established to the extent required by GAAP as in effect at such time. 

  

 24 







 “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the Net Cash Proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: 
  

	 	(1)	the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus
premium, if any, and accrued and unpaid interest on the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith); 

  

	 	(2)	(a) if the final maturity date of the Indebtedness being extended, refinanced, renewed, replaced, deferred or refunded is earlier than the final maturity date of the
Securities, the Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of the Indebtedness being extended, refinanced, renewed, replaced, deferred or refunded, or (b) if the final maturity date of
the Indebtedness being extended, refinanced, renewed, replaced, deferred or refunded is later than the final maturity date of the Securities, the Permitted Refinancing Indebtedness has a final maturity date at least 91 days later than the final
maturity date of the Securities; 

  

	 	(3)	the Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness is incurred that is equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, deferred or refunded; 

  

	 	(4)	if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Securities or a Subsidiary Guarantee, such
Permitted Refinancing Indebtedness is subordinated in right of payment to the Securities or such Subsidiary Guarantee on terms at least as favorable, taken as a whole, to the Holders as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; 

  

	 	(5)	such Indebtedness is not incurred by a Restricted Subsidiary if the Company is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
provided, however, that a Restricted Subsidiary that is also a Guarantor may Guarantee Permitted Refinancing Indebtedness incurred by the Company, whether or not such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; provided further, however, that if such Permitted Refinancing Indebtedness is subordinated to the Securities, such Guarantee shall be subordinated to such Restricted
Subsidiary’s Subsidiary Guarantee to at least the same extent; and 

  

	 	(6)	if the Indebtedness being extended, refinanced, renewed, replaced, defeased, or refunded is Non-Recourse Purchase Money Indebtedness, such Permitted Refinancing Indebtedness
satisfies clauses (1) and (2) of the definition of “Non-Recourse Purchase Money Indebtedness.” 

  

 25 







 “Person” means any individual, corporation, partnership, limited liability company,
joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subsidiary thereof or any other entity. 
 “Private Exchange” means an offer to exchange Private Exchange Securities for either Initial Securities or Additional Securities in accordance with a Registration Rights Agreement. 
 “Private Exchange Securities” means Exchange Securities issued in exchange for either Initial Securities or Additional Securities other
than pursuant to a Registered Exchange Offer. 
 “Private Placement Legend” means the legend set forth in
Section 2.6(g)(1) to be placed on all Securities issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Production Payments” means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments. 
 “Production Payments and Reserve Sales” means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest or Production Payment
in oil and natural gas properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties where, in the case of each of the foregoing, the holder of such
interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner
or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the foregoing interests. 
 “QIB” means any “qualified institutional buyer” (as defined in Rule 144). 
 “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Indenture. 
 “Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is
to be redeemed pursuant to this Indenture. 
 “Registered Exchange Offer” means an offer to exchange Exchange Securities for
either Initial Securities or Additional Securities pursuant to an Exchange Offer Registration Statement as required by a Registration Rights Agreement. 
 “Registration Rights Agreement” means, with respect to the Initial Securities, the Registration Rights Agreement, dated as of July 12, 2006, among the Company, the Guarantors and the Initial
Purchasers, or any similar registration rights agreement with respect to Additional Securities. 
  

 26 







 “Regulation S” means Regulation S promulgated under the Securities Act. 
 “Regulation S Global Security” means a permanent Global Security substantially in the form of Exhibit A hereto bearing the Global
Security Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Securities initially sold in
reliance on Regulation S. 
 “Restricted Definitive Security” means a Definitive Security bearing the Private Placement
Legend. 
 “Restricted Global Security” means a Global Security bearing the Private Placement Legend (including the
Regulation S Global Security). 
 “Restricted Period” means the 40-day distribution compliance period as defined in
Regulation S. 
 “Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not an
Unrestricted Subsidiary. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated the Securities Act. 
 “SEC” means the U.S. Securities and Exchange Commission. 
 “Securities”
means securities issued under this Indenture. The Initial Securities, the Exchange Securities and the Additional Securities shall be treated as a single class for all purposes under this Indenture, and unless otherwise provided or the context
otherwise requires, all references to the Securities shall include the Initial Securities, the Exchange Securities and the Additional Securities. 
 “Securities Act” means the Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time. 
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depositary) or any successor Person, and shall initially be the initial Registrar. 
 “Senior Debt” means: 
  

	 	(1)	all Indebtedness of the Company or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto; and 

  

 27 








	 	(2)	any other Indebtedness of the Company or any Guarantor permitted to be incurred by it under the terms of this Indenture, unless such Indebtedness is Subordinated Indebtedness.


 “Shelf Registration Statement” means a registration statement of the Company used by a Holder in connection
with its offer and sale of Securities pursuant to a Registration Rights Agreement. 
 “Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the Issue Date. 
 “Special Mandatory Redemption Trigger Event” means the earlier to occur of the following two events: 
  

	 	(1)	December 31, 2006, if the KCS Merger has not been consummated on or before such date; or 

  

	 	(2)	the termination of the KCS Merger Agreement. 

 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 
 “Subordinated Indebtedness” means Indebtedness of the Company (or a Guarantor) that is expressly subordinated or junior in right of
payment to the Securities (or a Subsidiary Guarantee, as appropriate) pursuant to a written agreement to that effect. 
 “Subsidiary” means any subsidiary of the Company. A “subsidiary” of any Person means: 
  

	 	(1)	a corporation a majority of whose Voting Stock is at the time, directly or indirectly owned by such Person, by one or more subsidiaries of such Person or by such Person and one or
more subsidiaries of such Person; or 

  

	 	(2)	a partnership, joint venture, limited liability company or similar entity, in which such Person or a subsidiary of such Person is, at the date of determination, in the case of a
partnership, a general or limited partner of such partnership, and, in the case of each of the foregoing entities, is entitled to receive more than 50 percent of the assets of such entity upon its dissolution. 

 “Subsidiary Guarantee” means a Guarantee by a Guarantor of the Company’s Obligations pursuant to Article X hereof.

 “Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a
constant maturity (as compiled and published in the most recent 
  

 28 







 Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to the
date fixed for redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to July 15, 2010; provided, however, that
if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year)
from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to July 15, 2010 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate on the second Business Day preceding the applicable Redemption Date and (b) prior to such Redemption
Date file with the Trustee an Officers’ Certificate setting forth the Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable detail. 
 “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the Issue Date, except as provided
in Section 9.3; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” or “TIA” means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this
Indenture 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. 
 “Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters. 
 “2012 Notes” means the 7 1/8% Senior Notes due 2012 issued by KCS Energy, Inc. and assumed by the Company pursuant to the KCS Merger. 
 “Unrestricted Definitive Security” means one or more Definitive Securities that do not bear and are not required to bear the Private
Placement Legend. 
 “Unrestricted Global Security” means a permanent Global Security substantially in the form of
Exhibit A attached hereto that bears the Global Security Legend and that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, and that is deposited with or on behalf of and registered in the name of
the Depositary, representing a series of Securities that do not bear the Private Placement Legend. 
 “Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 
  

	 	(1)	has no Indebtedness other than Non-Recourse Debt; 

  

	 	(2)	is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any 


 

 29 







 such agreement, contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; 
  

	 	(3)	is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 

  

	 	(4)	has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 


The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation is in compliance with the next
succeeding sentence and would not otherwise cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated,
shall be valued at their Fair Market Value at the time of such designation for purposes of determining compliance with Section 4.4 hereof; provided, however, that such covenant need not be complied with if the Subsidiary to be so
designated has total assets of $1,000 or less. That designation will only be permitted if such Restricted Payment would be so permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee
a copy of the Board Resolution giving effect to such designation certified in an Officers’ Certificate that also certifies that such designation complied with the preceding conditions and was permitted by Section 4.4, in which case
such designation shall be effective as of the date specified in such resolution hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under Section 4.3 hereof, the Company shall be in default of such covenant. 
 The Board of Directors of the Company
may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness
of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 
 “U.S.
Person” means any U.S. person as defined for purposes of Regulation S. 
  

 30 







 “Volumetric Production Payments” mean production payment obligations recorded as
deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith. 
 “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without reference to the occurrence of any contingency) to vote in the election of the directors, managers or trustees of such Person.

 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
  

	 	(1)	the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 

  

	 	(2)	the then outstanding principal amount of such Indebtedness. 

 Section 1.2 Other Definitions 
  

			
	 “Affiliate Transaction”
	  	 Section 4.8(a)

		
	 “Asset Sale Offer”
	  	 Section 4.7(c)

		
	 “Asset Sale Payment”
	  	 Section 4.7(c)

		
	 “Asset Sale Payment Date”
	  	 Section 4.7(d)

		
	 “Authenticating Agent”
	  	 Section 2.2

		
	 “Calculation Date”
	  	 Section 1.1 (“Fixed Charge Coverage Ratio”)

		
	 “Change of Control Offer”
	  	 Section 4.11(a)

		
	 “Change of Control Payment”
	  	 Section 4.11(a)

		
	 “Change of Control Payment Date”
	  	 Section 4.11(a)

		
	 “covenant defeasance option”
	  	 Section 8.1(b)

		
	 “Defaulted Interest”
	  	 Section 2.11

		
	 “Event of Default”
	  	 Section 6.1

		
	 “Excess Proceeds”
	  	 Section 4.7(c)

		
	 “incur”
	  	 Section 4.3(a)

		
	 “Initial Securities”
	  	 Preamble

		
	 “legal defeasance option”
	  	 Section 8.1(b)

		
	 “Legal Holiday”
	  	 Section 11.7

		
	 “Obligations”
	  	 Section 10.1

		
	 “Paying Agent”
	  	 Section 2.3

		
	 “Payment Default”
	  	 Section 6.1(6)

		
	 “Permitted Asset Exchange”
	  	 Section 1.1 (“Asset Sale”)

		
	 “Permitted Indebtedness”
	  	 Section 4.3(b)

		
	 “Registrar”
	  	 Section 2.3

		
	 “Restricted Payment”
	  	 Section 4.4(a)


  

 31 







 Section 1.3 Incorporation by Reference of Trust Indenture Act 
 This Indenture is subject to the mandatory provisions of the Trust Indenture Act which are incorporated by reference in and made a part of this Indenture.
The following Trust Indenture Act terms have the following meanings: 
 “Commission” means the SEC, 
 “indenture securities” means the Securities, 
 “indenture security holder” means a Holder, 
 “indenture to be qualified” means this
Indenture, 
 “indenture trustee” or “institutional trustee” means the Trustee and 
 “obligor” on the indenture securities means the Company and any other obligor (including any Guarantor) on the indenture securities.

 All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act
by reference to another statute or defined by an SEC rule have the meanings assigned to them by such definitions. 
 Section 1.4 Rules of
Construction 
 Unless the context otherwise requires: 
 (1) a term has the meaning assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) “including” means including without limitation; 
 (5) words in the singular include the plural and words in the plural include the singular; 
 (6) references to sections of or rules under the Exchange Act or the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; and 
 (7) “herein,” “hereof” and other
words of similar import refer to this Indenture as a whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision. 
  

 32 







 ARTICLE II 
 THE SECURITIES 
 Section 2.1 Form and Dating 
 (a) General. The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The
notation of Subsidiary Guarantee shall be substantially in the form of Exhibit D hereto, and shall be notated on the Securities. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication. The Securities shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part
of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Security or any
Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture (to the extent permitted by law) shall govern and be controlling. 
 (b) Global Securities. Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges
of Interests in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent such of the outstanding Securities as shall be specified therein, and each shall provide that it shall represent the aggregate principal
amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof. 
 (c)
Regulation S Global Securities. Any Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Security, which shall be deposited on behalf of the purchasers of the Securities
represented thereby with the Securities Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Prior to the expiration of the Restricted Period, any resale or transfer of beneficial interests in a Regulation S Global Security to U.S. Persons shall not be permitted unless such resale or
transfer is made pursuant to Rule 144A or Regulation S. 
 (d) 144A Global Securities. Any Securities offered and sold in reliance on
Rule 144A shall be issued initially in the form of a 144A Global Security, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or the
nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 
  

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 (e) Definitive Securities. Notwithstanding any other provision of this Article II, any
issuance of Definitive Securities shall be at the Company’s discretion, except in the circumstances set forth in Section 2.6(a) hereof. 
 Section 2.2 Execution and Authentication 
 An Officer shall sign the Securities for the Company by manual or facsimile
signature. One Officer shall sign each notation of Subsidiary Guarantee for each Guarantor by manual or facsimile signature. 
 If an Officer
whose facsimile signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 
 A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly
and validly authenticated and issued under this Indenture. 
 The Trustee shall authenticate and deliver: (i) Initial Securities for
original issue in an aggregate principal amount of $650,000,000, (ii) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act) and (iii) Exchange Securities for
issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by one Officer of
the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be in global or definitive form and whether they
are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, subject to Section 4.3 of this Indenture; provided, however, that no Additional Securities
may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code; and provided, further, that in no event may the Company issue any Additional
Securities if, as a result of any such issuance, the aggregate principal amount of Securities outstanding would exceed the maximum aggregate principal amount of Securities permitted under the Existing Credit Facilities or any other Credit
Facilities, in each case as in effect on the date of such issuance. 
 The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, any such 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. 
  

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 Section 2.3 Registrar and Paying Agent 
 The Company shall at all times maintain in the continental United States an office or agency where Securities may be presented for registration of
transfer or for exchange (the “Registrar”), and it shall likewise maintain in the City of New York, the State of New York an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall
keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying
Agent” includes any such additional paying agent. 
 The Company or any of its Subsidiaries may act as Paying Agent, subject to the
provisions of Section 4.14. Any Paying Agent or Registrar may resign as such upon 30 days’ prior written notice to the Company and the Trustee; upon resignation of any Paying Agent or Registrar, the Company shall appoint a successor
Paying Agent or Registrar, as the case may be, complying with the requirements of this Section 2.3, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar. 
 If at any time there shall be no Paying Agent with an office or agency in the City of New York, State of New York, where the Securities may be presented
or surrendered for payment, the Company shall forthwith designate such a Paying Agent in order that the Securities shall at all times be payable in the City of New York, the State of New York. 
 The Company initially appoints U.S. Bank National Association as Registrar and Paying Agent for the Securities. 
 The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Company’s
obligations under Section 7.7 to compensate and indemnify the Trustee shall extend likewise to each Agent. 
 Section 2.4 Paying Agent to
Hold Money in Trust 
 By at least 11:00 a.m. (New York City time) on the date on which any principal, premium, if any, or interest on any
Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal, premium, if any, and interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing
that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest (if any) on the Securities and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent
(other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money delivered to the Trustee. 
  

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 Section 2.5 Holder Lists 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders. 
 Section 2.6 Transfer and Exchange 
 (a) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Owners of beneficial interests in Global Securities shall not be entitled to receive Definitive
Securities unless: 
 (1) the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to
continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days; or 
 (2) there has occurred and is continuing an Event of Default and DTC notifies the Trustee and the Registrar of its decision to exchange the Global
Securities for Definitive Securities; provided that in no event shall the Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the expiration of the Restricted Period. 
 Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Securities shall be issued in such names as the
Depositary shall instruct the Trustee and the Registrar. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Section 2.7 hereof. Every Security authenticated and delivered in exchange for, or in lieu
of, a Global Security or any portion thereof, pursuant to this Section 2.6 or Section 2.7 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged
for another Security other than as provided in this Section 2.6(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

 (b) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in
the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Securities shall be subject to restrictions on transfer
comparable to those set forth herein, including those set forth in the Private Placement Legend, to the extent required by the Securities Act. Transfers of beneficial interests in the Global Securities also shall require compliance with either
subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
  

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 (1) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any
Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Private Placement Legend;
provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Security may not be to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required
to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(1). 
 (2) All Other Transfers and
Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(1) above, the transferor of such beneficial interest must deliver
to the Registrar either: 
 (A) (i) a written order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be
credited with such increase; or 
 (B) (i) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive
Security shall be registered to effect the transfer or exchange referred to in Section 2.6(b)(2)(B)(i) above; provided that in no event shall Definitive Securities be issued upon the transfer or exchange of beneficial interests in
the Regulation S Global Security prior to the expiration of the Restricted Period. Upon consummation of a Registered Exchange Offer by the Company in accordance with Section 2.6(f) hereof, the requirements of this
Section 2.6(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Securities.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture, the Securities or otherwise applicable under the Securities Act, the principal amount of the relevant
Global Security(s) shall be adjusted pursuant to Section 2.6(h) hereof. 
  

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 (3) Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest
in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.6(b)(2)
above and the Registrar receives the following: 
 (A) if the transferee will take delivery in the form of a beneficial
interest in the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Security, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 
 (4) Transfer
and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in the Unrestricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of
Section 2.6(b)(2) above and: 
 (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer
in accordance with the applicable Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal
(or via the Depositary’s book-entry system) that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange Securities or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Company; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable
Registration Rights Agreement; 
 (C) such transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the applicable Registration Rights Agreement; or 
 (D) the Registrar receives the
following: 
 (i) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such
beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (ii) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  

 38 







 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of a written order
in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security. 
 (c) Transfer or Exchange of
Beneficial Interests for Definitive Securities. 
 (1) Beneficial Interests in Restricted Global Securities to Restricted Definitive
Securities. If any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Restricted Definitive Security, then, upon receipt by the Registrar of the following documentation: 
 (A) if
the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or 
 (C) if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
 the
Registrar shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.6(c) shall
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive 

  

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Securities to the Persons in whose names such Securities are so registered. Any Definitive Security issued in exchange for a beneficial interest in a
Restricted Global Security pursuant to this Section 2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. Notwithstanding Sections 2.6(c)(1)(A) and (C) hereof, a
beneficial interest in the Regulation S Global Security may not be exchanged for a Definitive Security or transferred to a Person who takes delivery thereof in the form of a Definitive Security prior to the expiration of the Restricted Period,
except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (2) Beneficial Interests in Restricted Global Securities to Unrestricted Definitive Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Definitive
Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security only if: 
 (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange,
or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the
Exchange Securities or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) such transfer
is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; 
 (C)
such transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Definitive Security, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (ii) if the holder of such
beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D),
if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue
sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  

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 (3) Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive Securities.
If any holder of a beneficial interest in an Unrestricted Global Security proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Security, then, upon satisfaction of the conditions set forth in Section 2.6(b)(2) hereof, the Registrar shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to
Section 2.6(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal amount. Any Definitive Security issued in
exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar
through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered. Any Definitive Security issued in exchange
for a beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the Private Placement Legend. 
 (d) Transfer and
Exchange of Definitive Securities for Beneficial Interests. 
 (1) Restricted Definitive Securities to Beneficial Interests in
Restricted Global Securities. If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Security to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Security is being
transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or 
 (C) if such Restricted Definitive Security is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof, 
 the Trustee shall cancel the Restricted Definitive Security, the Registrar shall increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Security, in the
case of clause (B) above, the 144A Global Security, and in the case of clause (C) above, the Regulation S Global Security. 
 (2)
Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Restricted Definitive Security may exchange such Security for a 

  

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beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Security only if: 
 (A) such exchange or transfer is effected pursuant to a
Registered Exchange Offer in accordance with applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the
Depositary’s book-entry system) that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

 (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration
Rights Agreement; 
 (C) such transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer Registration
Statement in accordance with the applicable Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (i) if the Holder of such Definitive Securities proposes to exchange such Securities for a beneficial interest in the
Unrestricted Global Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (ii) if the Holder of such Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof in the
form of a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of
any of the subparagraphs in this Section 2.6(d)(2), the Trustee shall cancel the Definitive Securities and the Registrar shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security.

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

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 If any such exchange or transfer from a Definitive Security to a beneficial interest is effected pursuant
to subparagraph (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the
Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Definitive Securities so transferred. 
 (e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such
Holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present
or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition,
the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e). 
 (1) Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
 (C) if the
transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item
(3) thereof. 
 (2) Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security
may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if: 
 (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the applicable Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  


 43 







 (B) any such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the applicable Registration Rights Agreement; 
 (C) any such transfer is effected by an Exchanging Dealer
pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the Holder of such Restricted Definitive Securities proposes to
exchange such Securities for an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (ii) if the Holder of such Restricted Definitive Security proposes to transfer such Securities to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (3) Unrestricted Definitive Securities to Unrestricted Definitive Securities.
A Holder of Unrestricted Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Security pursuant to the instructions from the Holder thereof. 
 (f) (1) Registered Exchange
Offer. Upon the occurrence of a Registered Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company shall issue and, upon receipt of a written order in accordance with Section 2.2, the Trustee shall
authenticate: 
 (A) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount
of the beneficial interests in the Restricted Global Securities tendered for acceptance by Persons that certify in the applicable Letters of Transmittal (or via the Depositary’s book-entry system), among other things, that (I) they are not
broker-dealers, (II) they are not participating in a distribution of the Exchange Securities and (III) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Registered Exchange Offer; and 
  

 44 







 (B) Unrestricted Definitive Securities in an aggregate principal amount equal to the
principal amount of any Restricted Definitive Securities accepted for exchange in the Registered Exchange Offer. 
 Concurrently with the
issuance of such Securities, the Registrar shall cause the aggregate principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate, and deliver to the
Persons designated by the Holders of any Definitive Securities so accepted, Unrestricted Definitive Securities in the appropriate principal amount. 
 (2) If upon consummation of a Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of the initial distribution thereof, the Company, upon written request of such Initial
Purchaser, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser and, upon receipt of a written order in accordance with Section 2.2
hereof, the Trustee shall authenticate, one or more Restricted Definitive Securities representing Private Exchange Securities in a Private Exchange for the Initial Securities held by such Initial Purchaser, in an aggregate principal amount equal to
the Initial Securities so exchanged by such Initial Purchaser in the Private Exchange. 
 (g) Legends. The following legends shall
appear on the face of all Global Securities and Definitive Securities issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend. 
 (A) Except as permitted by subparagraph (B) below or as otherwise agreed between the Company and the Holder, each Global Security and each Definitive Security (and all Securities issued in exchange therefor or substitution thereof)
shall bear a legend, until the expiration of the applicable holding period with respect to the Securities set forth in Rule 144(k), in substantially the following form: 
 “THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
  

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 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO THE COMPANY OR (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.” 
 (B) Notwithstanding the foregoing, any Global Security or Definitive Security issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3),
(d)(2), (d)(3), (e)(2), (e)(3) or (f) to this Section 2.6 (and all Securities issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 
 (2) Global Security Legend. Each Global Security shall bear a legend in substantially the following form: 
 “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR
THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II)
THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE.

  

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 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.” 
 (h) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a
particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by
the Trustee in accordance with Section 2.10 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee
or by the Securities Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Securities Custodian at the direction of the Trustee to reflect such increase. 

 

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 (i) General Provisions Relating to Transfers and Exchanges. 
 (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Securities and Definitive
Securities upon the Company’s order or at the Registrar’s request. 
 (2) No service charge shall be made to a holder of a
beneficial interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge or other
fee required by law and payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.9, 3.6, 3.7, 4.7 and 4.11 hereof).

 (3) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or
Definitive Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer
or exchange. 
 (4) None of the Company, the Trustee or the Registrar shall be required (A) to issue, to register the transfer of or to
exchange any Securities during a period of 15 days before the day of any selection of Securities for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to
exchange any Securities so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or to exchange a Security between a record date and the next
succeeding Interest Payment Date. 
 (5) Prior to the due presentation for registration of transfer of any Security, the Company, each
Guarantor, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal, interest and premium (if any) on
such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 
 (6) The Trustee shall authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 2.2 hereof.

 (7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.7 Replacement Securities

 If any mutilated Security is surrendered to the Registrar or the Company and the Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company will issue and the Trustee, upon receipt of a written order of the Company conforming to Section 2.2 hereof, will authenticate a replacement Security if the Registrar’s and

  

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 the Company’s reasonable requirements are met. If required by the Registrar or the Company, an indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Registrar, the Trustee and the Company to protect the Company, the Trustee, the Registrar, any other Agent and any Authenticating Agent from any loss that any of them may suffer if
a Security is replaced. 
 Every replacement Security is an additional obligation of the Company and will be entitled to all of the benefits
of this Indenture equally and proportionately with all other Securities duly issued hereunder. 
 Section 2.8 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 in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 11.6 hereof, a
Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 
 If a Security is replaced
pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. 
 If the principal amount of any Security is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue. 
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity
date, money sufficient to pay Securities payable on that date, then on and after that date such Securities will be deemed to be no longer outstanding and will cease to accrue interest. 
 Section 2.9 Temporary Securities 
 Until Definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities. 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 shall authenticate Definitive Securities in exchange for temporary Securities. Holders of temporary Securities shall in all respects be entitled to the same benefits under this
Indenture as a holder of Definitive Securities. 
 Section 2.10 Cancellation 
 The Company at any time may deliver Securities to the Trustee or any Registrar 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 or the Registrar and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Securities
surrendered for registration of transfer, exchange, payment, 
  

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 replacement or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the
Trustee and the Registrar to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee or the Registrar for cancellation. 
 Section 2.11 Defaulted Interest 
 If the Company
defaults in a payment of interest (“Defaulted Interest”) on the Securities, the Company shall pay Defaulted Interest (as provided in Section 4.1) in any lawful manner. The Company may pay the Defaulted Interest to the Persons
who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed (or upon the Company’s failure to do so the Trustee shall fix pursuant to a written instruction of Holders of at least a majority in principal
amount of the Securities) any such special record date and payment date to the reasonable satisfaction of the Trustee which special record date shall not be less than 10 days prior to the payment date for such Defaulted Interest and the Company, or
at the Company’s request, the Trustee, shall promptly mail or cause to be mailed to each Holder a notice that states the special record date, the payment date and the amount of Defaulted Interest to be paid. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as provided in this Section 2.11. 
 Section 2.12 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, however, 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 identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
 ARTICLE III 
 REDEMPTION

 Section 3.1 Notices to Trustee 
 If the Company elects to redeem Securities pursuant to Section 3.7 hereof, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Securities to be redeemed. 
 The Company shall give each notice to the Trustee and the Registrar provided for in this Section 3.1 at least 60 days before the Redemption
Date unless the Trustee consents to a shorter period. If such redemption is to be effected pursuant to Section 3.7(b), then such notice shall be 
  

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 accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions therein.
If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and set forth in the related notice given to the Trustee, which record date shall be not less than 15 days after the
date of such notice. 
 Section 3.2 Selection of Securities to Be Redeemed 
 In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis and in such manner as complies with applicable legal requirements. The Trustee shall make the selection
from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of them the Trustee selects shall be
in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed. The Trustee may rely upon information provided by the Registrar for purposes of this Section 3.2. 
 Section 3.3 Notice of Redemption 
 Except as otherwise provided in Section 3.8 in relation to a mandatory
redemption, at least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered
address. 
 The notice shall identify the Securities to be redeemed and shall state: 
 (1) the Redemption Date; 
 (2) the Redemption
Price (if then determined and otherwise the basis for its determination); 
 (3) the name and address of the Paying Agent where Securities
are to be surrendered; 
 (4) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

 (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities
to be redeemed; 
 (6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof)
called for redemption ceases to accrue on and after the Redemption Date; 
 (7) the CUSIP number, if any, printed on the Securities being
redeemed; and 
  

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 (8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Securities. 
 At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section 3.3 or Section 3.8, as applicable. 
 Section 3.4 Effect of Notice of Redemption 
 Once
notice of redemption is mailed to Holders, Securities (or portions thereof) called for redemption become irrevocably due and payable on the Redemption Date and at the Redemption Price stated in the notice. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the notice, plus accrued and unpaid interest to the Redemption Date; provided that if the Redemption Date is after the taking of
a record of the Holders on a record date and on or prior to the related Interest Payment Date, the accrued and unpaid interest shall be payable to the Person in whose name the redeemed Securities are registered on such record date. Failure to give
notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 
 Section 3.5 Deposit of
Redemption Price 
 No later than 11:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent
(or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued and unpaid interest on all Securities to be redeemed on that date, it being understood that the
amount of money to be deposited by the Company in relation to a mandatory redemption pursuant to Section 3.8 shall take into consideration the amount of money deposited by the Escrow Agent with the Trustee or a Paying Agent to fund such
redemption. If the Company complies with the provisions of this paragraph, then on and after the Redemption Date, interest will cease to accrue on the Securities or the portions of Securities called for redemption. 
 Section 3.6 Securities Redeemed in Part 
 Upon
cancellation of a Security that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security
surrendered. The Trustee shall notify the Registrar of the issuance of such new Security. 
 Section 3.7 Optional Redemption 
 (a) On and after July 15, 2010, the Company may redeem all or a part of the Securities at any time or from time to time at the following Redemption
Prices (expressed as percentages of the principal amount) plus accrued and unpaid interest on the Securities, if any, to the applicable Redemption Date, if redeemed during the 12-month period beginning July 15 of the years indicated:

  

				
	 Year    
	  	Redemption Price	 
	 2010
	  	104.563	%
	 2011
	  	102.281	%
	 2012
	  	100.000	%

  

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 (b) On or prior to July 15, 2009, the Company may on one or more occasions redeem up to an aggregate
amount equal to 35% of the aggregate principal amount of the Securities (including Additional Securities) originally issued prior to the Redemption Date under this Indenture at a Redemption Price of 109.13% of the principal amount of the Securities,
plus accrued and unpaid interest, if any, to the Redemption Date, with the Net Cash Proceeds of one or more Equity Offerings; provided, that (i) at least 65% in aggregate principal amount of the Securities (including any
Additional Securities) originally issued remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 90 days of the date of
the closing of the related Equity Offering. 
 (c) In addition, at any time prior to July 15, 2010, the Company may redeem all or part
of the Securities at a Redemption Price equal to the sum of: 
 (i) the principal amount thereof, plus 
 (ii) accrued and unpaid interest, if any, to the Redemption Date, plus 
 (iii) the Make Whole Premium at the Redemption Date. 
 (d) Any redemption pursuant to this
Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof. 
 Section 3.8 Mandatory
Redemption 
 (a) The Trustee is hereby authorized and directed to enter into the Escrow Agreement on the Issue Date. After the Initial
Purchasers have deposited the net proceeds of the Initial Securities with the Escrow Agent on the Issue Date as provided in the Escrow Agreement, the Escrow Agent shall hold and invest such funds as provided in the Escrow Agreement, and, subject to
the conditions set forth in the Escrow Agreement, it shall either disburse such funds to or for the account of the Company or disburse them to the Trustee or the Paying Agent for application to the mandatory redemption of the Initial Securities
pursuant to this Section 3.8. 
 (b) Following the occurrence of the Special Mandatory Redemption Trigger Event, the Company
shall redeem the Initial Securities as a whole, upon notice as provided in this Section 3.8, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the Redemption Date. Notwithstanding the
provisions of Section 3.3, notice of such mandatory redemption shall be given within ten days of the date of the Special Mandatory Redemption Trigger Event by first-class mail, mailed not less than 15 nor more than 30 days prior to the
Redemption Date, to the Escrow Agent, to the Trustee and to each Holder, at its registered address, and such notice shall state, in addition to the matters specified in clauses (1) — (8) of Section 3.3, that the Special
Mandatory Redemption Trigger Event has occurred. 
  

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 (c) Any redemption pursuant to this Section 3.8 shall be made pursuant to the provisions of
Sections 3.3 through 3.5 hereof. 
 ARTICLE IV 
 COVENANTS 
 Section 4.1 Payment of Securities 
 The Company covenants and agrees for the benefit of the Holders of the Securities that it shall promptly pay the principal of, premium, if any, and
interest on the Securities on the dates and in the manner provided in the Securities, this Indenture and, in the case of any Additional Interest, the applicable Registration Rights Agreement. Payments of principal, premium, if any and interest on
the Securities shall be deemed due for all purposes under this Indenture whether such payments are due at Stated Maturity, upon redemption, upon required repurchase pursuant to Sections 4.7 or 4.11 hereof, upon declaration or
otherwise. Principal, premium, if any, and interest on the Securities shall be considered paid on the date due if by 11:00 a.m. (New York City time) on such date the Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal, premium, if any, and interest then due. 
 The Company will pay, to the extent lawful, interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate then in effect on the Securities to the extent lawful; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate as on overdue principal. 
 All references in this Indenture, the Securities or the Subsidiary Guarantees to interest shall be deemed to include Additional Interest unless the
context otherwise requires. The Company shall give the Trustee advance written notice of the amount of any Additional Interest that may be payable with respect to the Securities. 
 Section 4.2 SEC Reports 
 Whether or not required by the SEC, so long as any Securities are
outstanding, the Company will furnish to the Holders of Securities, within the time periods specified in the SEC’s rules and regulations: 
 (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a section on “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent public accountants; and

 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

  

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 If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly
and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of
Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of
the Company. 
 In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred
to in clause (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing). 
 In addition, the Company agrees that, for so long as any Securities remain outstanding, if at any time it is not required to file with the SEC the
reports required by the preceding paragraphs of this Section 4.2, it will furnish to Holders of Securities and to prospective investors, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. 
 Section 4.3 Incurrence of Indebtedness 
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Company and any Guarantor may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage
Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.5 to 1,
determined on a pro forma basis (including a pro forma application of the Net Cash Proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. 
 (b) The foregoing paragraph (a) of this Section 4.3 will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Indebtedness”): 
 (1) the incurrence by the Company and any Guarantor of the Indebtedness under Credit
Facilities; provided that the aggregate principal amount of all Indebtedness of the Company and the Guarantors outstanding at any time under this clause (1) under all Credit Facilities after giving effect to such incurrence does not
exceed an amount equal to the greater of (A) $650.0 million less the aggregate amount of all permanent principal repayments since the Issue Date under a Credit Facility that are made under clause (b)(1) of Section 4.7 hereof and
(B) 20% of ACNTA as of the date of such incurrence; 
 (2) the incurrence by the Company and its Restricted Subsidiaries of Existing
Indebtedness (other than Indebtedness described under clause (1), (3) or (6) of this paragraph (b)); 
  

 55 







 (3) the incurrence by the Company and the Guarantors of Indebtedness represented by (A) the Initial
Securities and the Subsidiary Guarantees, and (B) any Securities issued pursuant to the Registration Rights Agreement in exchange for the Securities, and any Subsidiary Guarantees related thereto; 
 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Non-Recourse Purchase Money Indebtedness; 
 (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the Net Cash Proceeds
of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under paragraph (a) of this Section 4.3 covenant or clause (2), (3),
(4) or this clause (5) of this paragraph (b); 
 (6) the incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 
 (A) (i) if the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities, and (ii) if a Guarantor is the
obligor of such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations of such Guarantor with respect to its Subsidiary Guarantee, and 
 (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other
than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause; 
 (7) in-kind obligations relating to net oil and natural gas balancing positions arising in the ordinary course of business; 
 (8)
the accrual of interest accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock, in the form of
additional shares of the same class of Disqualified Stock; 
 (9) any obligations in respect of completion bonds, performance bonds, bid
bonds, appeal bonds, surety bonds, bankers acceptances, letters of credit, insurance obligations or bonds and other similar bonds and obligations incurred by the Company or any Restricted Subsidiary in the ordinary course of business and any
guaranties or letters of credit functioning as or supporting any of the foregoing bonds or obligations; 
 (10) any obligation (including
deferred premiums) under Interest Rate Agreements, Currency Agreements and Commodity Agreements; provided, that such Interest 
  

 56 







 Rate Agreements, Currency Agreements and Commodity Agreements are related to business transactions of the Company or its
Restricted Subsidiaries and are entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company); 
 (11) any obligation arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, guarantee, adjustment of purchase
price, holdback, contingency payment obligation based on the performance of the acquired or disposed asset or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, asset or Capital
Stock of a Restricted Subsidiary; 
 (12) any obligation arising from the honoring by a bank or other financial institution of a check, draft
or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; and 
 (13) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in addition to Indebtedness permitted by clauses
(1) through (12) above of this paragraph (b) or the first paragraph (a) of this Section 4.3 above in an aggregate principal amount (or accrued value, as applicable) at any time outstanding not to exceed $30.0 million.

 (c) For purposes of determining compliance with this Section 4.3: 
 (1) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in
clauses (1) through (13) of paragraph (b) above, or is entitled to be incurred pursuant to paragraph (a) of this Section 4.3, the Company will be permitted to classify such item of Indebtedness (or any portion
thereof) on the date of its incurrence in any manner that complies with this covenant, and only be required to include the amount and type of such Indebtedness in one of such clauses; 
 (2) all Indebtedness outstanding on the date of this Indenture under the Credit Facilities shall be deemed initially incurred on the Issue Date under
clause (1) of paragraph (b) of this Section 4.3 and not paragraph (a) of this Section 4.3 or clause (2) of paragraph (b) of this Section 4.3; 
 (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a
particular amount of Indebtedness shall not be included; 
 (4) if obligations in respect of letters of credit are incurred pursuant to the
Credit Facility and are being treated as incurred pursuant to paragraph (b)(1) above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; 
 (5) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted
in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; 
  

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 (6) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be
equal to the amount of the liability in respect thereof determined in accordance with GAAP; and 
 (7) Indebtedness of any Person existing at
the time such Person becomes a Restricted Subsidiary shall be deemed to have been incurred by the Company and the Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary. 
 (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the
case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may incur pursuant to this covenant shall not be
deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be
calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 
 Section 4.4 Restricted Payments 
 (a) The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any
other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment by the Company or any Restricted Subsidiary in connection with any merger or
consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company); 
 (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); 
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity or scheduled sinking fund payment, any Subordinated Indebtedness of the Company or any Guarantor,
except a payment of interest or principal at the Stated Maturity thereof; or 
  

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 (4) make any Investment other than a Permitted Investment (all such payments and other actions set forth
in clauses (1) through (3) above and this clause (4) being collectively referred to as “Restricted Payments”), 
 (b) unless, at the time of and after giving effect to such Restricted Payment: 
 (1) no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; 
 (2) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.3(a) hereof; and 
 (3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (9), (11) and (12) of the next succeeding paragraph
(c) below, but including Restricted Payments permitted by clauses (1), (5), (8) and (10) of such paragraph), is less than the sum, without duplication, of 
 (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the full
fiscal quarter during which the Issue Date falls to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income
for such period is a deficit, less 100% of such deficit), plus 
 (B) 100% of the aggregate Net Cash Proceeds and 100%
of the Fair Market Value of securities or other property other than cash (including Capital Stock of Persons engaged in the Oil and Gas Business that become Restricted Subsidiaries or assets used in the Oil and Gas Business) received by the Company
since the Issue Date from the issue or sale of Equity Interests of the Company (other than Disqualified Stock), other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company and other than an issuance or
sale pursuant to the KCS Merger Agreement or to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees, plus 
 (C) the amount by which Indebtedness is reduced on the Company’s consolidated balance sheet upon the conversion or exchange (other
than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (plus the amount of any accrued interest then outstanding on such
Indebtedness to the extent the obligation to pay such interest is extinguished less the amount of any cash, or the Fair Market Value of any property (as determined in good faith by an Officer of the 

  

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 Company), distributed by the Company upon such conversion or exchange); provided, however, that
the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock
ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus 
 (D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such
Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (ii) to
the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; provided, however, that to the extent the foregoing sum exceeds, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments)
previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary, such excess shall not be included in this clause (D) unless the amount represented by such excess has
not been and will not be taken into account in one of the foregoing clauses (A)-(C) of this paragraph (b)(3); plus 
 (E) $20.0 million. 
 (c) The preceding provisions will not prohibit: 
 (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with
the provisions of this Indenture (and such payment shall be deemed to be paid on the date of payment for purposes of any calculation required by this covenant); 
 (2) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Restricted Subsidiary in
exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such Net Cash
Proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(B) of the preceding paragraph (b); 
 (3) the defeasance, redemption, repurchase, retirement or other acquisition of any Subordinated Indebtedness of the Company or any Guarantor with the Net
Cash Proceeds from an incurrence of any Permitted Refinancing Indebtedness permitted to be incurred under Section 4.3 hereof; 
  

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 (4) the payment of any dividend or other distribution by a Restricted Subsidiary of the Company to the
holders of its common Equity Interests on a pro rata basis; 
 (5) so long as no Default has occurred and is continuing, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any employees, former employees, directors or former directors of Company or any of its Restricted
Subsidiaries (or heirs, estates or other permitted transferees of such employees or directors) pursuant to any agreements (including employment agreements), management equity subscription agreements or stock option agreements or plans (or amendments
thereto), approved by the Board of Directors, under which such individuals purchase or sell or are granted the right to purchase or sell shares of Capital Stock; provided that the aggregate price paid for all such repurchased, redeemed,
acquired or retired Equity Interests shall not exceed $2.0 million in any twelve-month period; 
 (6) so long as no Default has occurred and
is continuing, loans or advances to employees of the Company or employees or directors of any Subsidiary of the Company, in each case as permitted by Section 402 of the Sarbanes-Oxley Act of 2002, the proceeds of which are used to purchase
Capital Stock of the Company, or to refinance loans or advances made pursuant to this clause (6), in an aggregate amount not in excess of $1.0 million at any one time outstanding; 
 (7) repurchases or other acquisitions for value of Capital Stock deemed to occur upon the exercise or exchange of stock options, warrants or other
convertible securities if such Capital Stock represents a portion of the exercise or exchange price thereof or made in lieu of withholding taxes in connection with any such exercise or exchange; provided, however, that the aggregate amount of
such repurchases, redemption or acquisitions to satisfy federal income tax obligations shall not exceed $2.0 million in any twelve-month period; 
 (8) so long as no Default has occurred and is continuing, upon the occurrence of a Change of Control or an Asset Sale and within 60 days after the completion of the offer to repurchase the Securities under Section 4.11 or
Section 4.7 hereof (including the purchase of all Securities tendered), any purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Indebtedness required under the terms thereof as a result
of such Change of Control or Asset Sale at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any, provided that, in the notice to Holders relating to a
Change of Control or Asset Sale hereunder, the Company shall describe this clause (8); 
 (9) so long as no Default has occurred or is
continuing, the purchase by the Company of fractional shares arising out of stock dividends, splits or business combinations; 
 (10)
dividends in respect of the shares of the Company’s 8% cumulative convertible preferred stock outstanding on the Issue Date at an annual rate not in excess of $0.74 per share; 
 (11) payments to dissenting stockholders (x) pursuant to applicable law or (y) in connection with the settlement or other satisfaction of legal
claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with a transaction that is not prohibited by this Indenture; or 
  

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 (12) payments made by any Person other than the Company or any Restricted Subsidiary to the stockholders
of the Company in connection with or as part of (a) a merger or consolidation of the Company with or into such Person or a subsidiary of such Person, or (b) a merger of a subsidiary of such Person into the Company. 
 The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued at the time of
such Restricted Payment by this covenant shall be evidenced by an Officers’ Certificate which shall be delivered to the Trustee not later than five Business Days following the date of the making of any Restricted Payment. Such Officers’
Certificate shall state that such Restricted Payment is permitted by this Section 4.4, together with a copy of any related resolution of the Board of Directors. 
 For purposes of determining compliance with this Section 4.4, if a Restricted Payment meets the criteria of more than one of the types of
Restricted Payments described in clauses (1)-(12) above, the Company, in its sole discretion, may order and classify such Restricted Payment in any manner in compliance with this covenant. 
 In computing Consolidated Net Income under clause (b)(3)(A) above, (1) the Company shall use audited financial statements for the portions of the
relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Company for the remaining portion of such
period and (2) the Company shall be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Company that are available on the date of determination. 
 Section 4.5 Liens 
 The Company will not, and
will not permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien on any property or asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income
therefrom, except Permitted Liens, to secure (a) any Indebtedness of the Company unless prior to, or contemporaneously therewith, the Securities are equally and ratably secured for so long as such other Indebtedness is so secured, or
(b) any Indebtedness of any Guarantor, unless prior to, or contemporaneously therewith, the Subsidiary Guarantee of such Guarantor is equally and ratably secured for so long as such other Indebtedness is so secured; provided, however,
that if such Indebtedness is expressly subordinated to the Securities or a Subsidiary Guarantee, the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Securities or such Subsidiary Guarantee, as the case may
be, with the same relative priority as such Indebtedness has with respect to the Securities or such Subsidiary Guarantee. 
  

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 Section 4.6 Dividend and Other Payment Restrictions Affecting Subsidiaries 
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
 (1) pay dividends or make any other distributions
on its Capital Stock to the Company or any of the Company’s Restricted Subsidiaries, or pay any Indebtedness owed to the Company or any of the Company’s Restricted Subsidiaries; 
 (2) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries; or 
 (3) transfer any of its properties or assets to the Company or any of the Company’s Restricted Subsidiaries. 
 (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: 
 (1) agreements existing on the Issue Date, including the Existing Credit Facilities as in effect on the Issue Date; 
 (2) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the
time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 
 (3) any agreement for the sale or other disposition of Capital Stock or assets of a Restricted Subsidiary that restricts distributions by such Restricted
Subsidiary pending such sale or other disposition; 
 (4) any amendment, restatement, modification, supplement, extension, renewal,
refunding, replacement or refinancing of Indebtedness referred to in clauses (1) or (2) of this paragraph (b), provided that the encumbrances or restrictions contained in the agreements governing the foregoing are not materially
more restrictive, taken as a whole, than those contained in the agreements governing such Indebtedness; 
 (5) restrictions on cash or other
deposits by parties under agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments; and 
 (6) with respect to clause (3) of the preceding paragraph (a) only, any of the following encumbrances or restrictions: 
 (A) customary non-assignment or consent provisions in leases entered into in the ordinary course of business; 
  

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 (B) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions on the property so acquired; 
 (C) Permitted Liens or Liens securing Indebtedness otherwise
permitted to be incurred pursuant to the provisions of Section 4.5 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; 
 (D) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale;

 (E) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease,
license, sub-license or similar contract, or the assignment or transfer of any such lease, license, sub-license or other contract; and 
 (F) customary restrictions on the disposition or distribution of assets or property in agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted
Business Investments. 
 Section 4.7 Asset Sales 
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Equity Interests or other assets issued or sold
or otherwise disposed of; and 
 (2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in
the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: 
 (A)
any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to
the Securities or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement or similar agreement that releases the Company or such Restricted Subsidiary from further liability; and

 (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such
transferee that are converted within 120 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion). 
  

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 (b) Within the later of (x) one year after the date of receipt of any Net Proceeds from an Asset
Sale and (y) six months after the date of an agreement entered into within such one-year period committing the Company to make an acquisition or expenditure referred to in clauses (2) or (3) below, the Company may apply such Net
Proceeds at its option, in any one or more of the following: 
 (1) to permanently repay, prepay, redeem or repurchase the Senior Debt of the
Company or any Guarantor, and cause any related loan commitment to be permanently reduced in an amount equal to the principal amount so repaid, prepaid, redeemed or repurchased; 
 (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, a Company principally engaged in the Oil and Gas Business
or to acquire additional Capital Stock in any Person that at such time is a Restricted Subsidiary; or 
 (3) to make capital expenditures or
to acquire properties or assets, in each case that are used or useful in the Oil and Gas Business. 
 Pending the final application of any
such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 
 (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0
million, the Company will make an offer (the “Asset Sale Offer”) to all Holders of Securities and, to the extent required by the terms thereof, all holders of other Indebtedness that is pari passu with the Securities containing
provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Securities and such other pari passu Indebtedness that may
be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount (or accreted value in the case of any such other pari passu Indebtedness issued with a significant original issue
discount) plus accrued and unpaid interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
shall select the Securities and such other pari passu Indebtedness to be purchased on a pro rata basis, on the basis of the aggregate principal amounts (or accreted values) tendered in round denominations (which in the case of the Securities
will be denominations of $1,000 principal amount or multiples thereof). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d) Within 30 days following the date when the Company becomes obligated to make an Asset Sale Offer, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Asset
Sale and offering to repurchase Securities on the date (the “Asset Sale Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the
procedures required by this Indenture and described in such notice. 
  

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 (e) On the Asset Sale Payment Date, the Company will, to the extent lawful: 
 (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based on the amount of
Excess Proceeds pursuant to clause (c) above of this Section 4.7; 
 (2) deposit with the Paying Agent an amount equal to
the amount of Excess Proceeds that, after giving effect to proration with holders of pari passu Indebtedness pursuant to clause (c) above of this Section 4.7, is allocable to the Securities or portions thereof so tendered (or, if
less, the aggregate Asset Sale Payment for all Securities validly tendered and not withdrawn); and 
 (3) deliver or cause to be delivered to
the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. 
 (f) The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Securities so tendered
and not withdrawn and accepted for payment in accordance with this Section 4.7, the Asset Sale Payment for such tendered Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each
Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, by such Holder; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof.

 (g) If the Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a record date and on or before the related
Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Security is registered on such record date, and no other interest will be payable to Holders who tender Securities pursuant to the Asset Sale
Offer. 
 (h) The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable in connection with an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of the Company’s compliance with such securities laws or
regulations. 
 (i) The Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the date such
Asset Sale Offer is completed. 
 Section 4.8 Transactions With Affiliates 
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of
any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an
“Affiliate Transaction”), unless: 
 (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained at the time of such transaction in arm’s-length dealings by the Company or such Restricted Subsidiary with a Person who is not an Affiliate; and 
  

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 (2) (A) with respect to any Affiliate Transaction or series of related Affiliate(s)
Transactions involving aggregate consideration in excess of $10.0 million, a majority of the disinterested members of the Board of Directors have determined that the criteria set forth in clause (a)(1) of this Section 4.8 are satisfied
with respect to such Affiliate Transaction(s) and have approved such Affiliate Transaction(s), as evidenced by a Board Resolution delivered to the Trustee and certified by an Officers’ Certificate as having been adopted by the Board of
Directors; and 
 (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $25.0 million, the Company delivers to the Trustee a written opinion that such Affiliate Transaction(s) is fair, from a financial point of view, to the Company and its Restricted Subsidiaries, taken as a whole,
or that such Affiliate Transaction(s), is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who is not an Affiliate, in
either such case issued by an accounting, appraisal or investment banking firm of national standing that is not an Affiliate of the Company. 
 (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.8(a) hereof: 
 (1) any employment agreement or other employee compensation plan or arrangement existing on the Issue Date or thereafter entered into by the Company or
any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; 
 (2) transactions between or among the Company and/or its Restricted Subsidiaries; 
 (3) Restricted Payments
that, in each case, are permitted by Section 4.4 hereof; 
 (4) loans or advances to employees, officers or directors in the
ordinary course of business of the Company or any of its Restricted Subsidiaries, in each case only as permitted by Section 402 of the Sarbanes-Oxley Act of 2002, but in any event not to exceed $1.0 million in the aggregate outstanding at any
one time; 
 (5) indemnities of officers, directors and employees of the Company or any Restricted Subsidiary consistent with applicable
charter, bylaw or statutory provisions; and 
 (6) the payment of reasonable and customary fees to directors of the Company or any of its
Restricted Subsidiaries who are not employees of the Company or any Subsidiary. 
  

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 Section 4.9 Additional Subsidiary Guarantees 
 If the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary (other than Foreign Subsidiaries) on or after the
Issue Date, then the Company shall cause that newly acquired or created Restricted Subsidiary (i) to become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit E hereto and (ii) to deliver an
Opinion of Counsel to the Trustee as to the due authorization, execution and delivery thereof by such Guarantor. 
 Section 4.10 Business
Activities 
 The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than the Oil and Gas
Business, except to such extent as would not be material in the opinion of the Board of Directors (which opinion shall be reasonable and made in good faith) to the Company and its Restricted Subsidiaries taken as a whole. 
 Section 4.11 Change of Control 
 (a) If a Change
of Control occurs, each Holder of Securities will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Securities pursuant to the offer described below (the
“Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Securities to be repurchased plus accrued
and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering
to repurchase Securities on the date (the “Change of Control Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures
required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Securities as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described herein, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of the Company’s compliance with such securities laws or regulations. 
 (b) On the Change of Control Payment Date, the Company will, to the extent lawful: 
 (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions thereof so tendered; and

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

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 (c) The Paying Agent will promptly mail (or cause to be transferred through the facilities of the
Depositary) to each Holder of Securities so tendered and not withdrawn the Change of Control Payment for such tendered Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new
Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, by such Holder; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. The Trustee
will notify the Registrar of the issuance of the new Security. 
 (d) If the Change of Control Payment Date is on or after an interest
payment record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no other interest will be
payable to Holders who tender pursuant to the Change of Control Offer. 
 (e) The Company will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (f) The provisions described above that require the
Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable. 
 (g) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer. 
 (h) For the avoidance of doubt, no Change of Control shall be deemed to occur as a result of the KCS Merger. 
 Section 4.12 Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities 
 So long as any of the Securities shall remain outstanding, the Company will, in accordance with Section 2.3 hereof, maintain an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, or the Registrar) in the continental United States where the Securities may be surrendered for exchange or registration of transfer as in this Indenture provided and where
notices and demands to or upon the Company in respect to the Securities may be served, and in the City of New York, State of New York, where the Securities may be presented or surrendered for payment. The Company may also from time to time designate
one or more other offices or agencies in the continental United States, either within or without the City of New York, the State of New York, where Securities may be presented or surrendered for any and all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation under Section 2.3 and this Section 4.12 to maintain an office or agency in
the City of New York, State of New York where Securities may be presented or surrendered for payment. The Company will give to Trustee prompt written notice of the location of any such office or 
  

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 agency and of any change of location thereof. In case the Company shall fail to maintain any such office or agency or
shall fail to give such notice of the location or of any change in the location thereof, such surrenders, presentations and demands may be made and notices may be served at the designated Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee its agent to receive at the aforesaid office all such surrenders, presentations, notices and demands. 
 Section 4.13
Appointment to Fill a Vacancy in the Office of Trustee 
 The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.8, a Trustee, so that there shall at all times be a Trustee hereunder. 
 Section 4.14 Provision as to Paying Agent 
 (a) If the Company shall appoint a Paying Agent other than the Trustee, in
accordance with the terms of this Indenture, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Agent shall undertake, subject to the provisions of this Section 4.14: 
 (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Securities (whether such
sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and will notify the Trustee of the receipt of sums to be so held; 
 (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal
of, premium, if any, or interest on the Securities when the same shall be due and payable; 
 (3) that it will at any time during the
continuance of any Event of Default specified in Section 6.1, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it; and 
 (4) that it will acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. 
 (b) If the Company shall not act as its own Paying Agent, it will, by 11:00 a.m. (New York City time) on the due date of the principal of or premium, if
any, or interest on any Securities, deposit with such Paying Agent a sum in same day funds sufficient to pay the principal of, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Holders of Securities
entitled to such principal of or premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. 
 (c) If the Company shall act as its own Paying Agent, it will, by 11:00 a.m., (New York City time) on each due date of the principal of or premium, if
any, or interest on the Securities, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto, a sum sufficient to pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to
take such action. 
  

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 (d) Anything in this Section 4.14 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Paying Agent for delivery to the Trustee all sums held in trust by it, as required by this
Section 4.14, such sums to be delivered by the Paying Agent to the Trustee to be held by the Trustee upon the trusts herein contained. 
 (e) Anything in this Section 4.14 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.14 is subject to the provisions of Section 8.4 and Section 8.6.

 Section 4.15 Maintenance of Corporate Existence 
 So long as any of the Securities shall remain outstanding, the Company will at all times (except as otherwise provided or permitted in this Article V of this Indenture) do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence. 
 Section 4.16 Compliance Certificate 
 (a) The Company and the Guarantors shall deliver to the Trustee within 90 days after the end of each fiscal year of the Company ending after the Issue
Date a statement (which need not be an Officers’ Certificate) signed by the principal executive officer, the principal accounting officer or the principal financial officer of each of the Company and the Guarantors, stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Company and the Guarantors has performed its
obligations under this Indenture, and further stating whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe such Default or Event of Default, its status and
what action the Company is taking or proposes to take with respect thereto. 
 (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.2 above shall be accompanied by a written statement of the Company’s independent public
accountants that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of this Article IV or
Article V hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation. 
 (c) So long as any of the Securities are outstanding, the Company will deliver to the Trustee, forthwith
upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 
  

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 Section 4.17 Taxes 
 The Company will pay, and will cause each of its Significant Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment would not have a material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole. 
 Section 4.18 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, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, 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. 
 Section 4.19 2012 Notes 
 (a) If the Company or any of its Subsidiaries refinances, replaces or
refunds all or any part of the 2012 Notes on or before the first anniversary of the Issue Date by issuing new Indebtedness in exchange for the 2012 Notes, or by using the Net Cash Proceeds of such new Indebtedness to refinance, replace or refund the
2012 Notes, then: 
 (1) unless such new Indebtedness is Subordinated Indebtedness, the interest rate then prevailing on the
Securities shall increase by 0.125%, effective as of the date of such refinancing, replacement or refunding of the 2012 Notes; and 
 (2) if such new Indebtedness is also to be secured by any Lien on any asset or property of the Company or any Subsidiary, then prior to, or contemporaneously with, the incurrence of such new Indebtedness, the Company shall secure the
Securities equally and ratably with such new Indebtedness for so long as it is so secured. 
 (b) This Section 4.19 will
terminate and be of no further effect if a Change of Control described in clause (1), (3) or (5) of the definition thereof in Section 1.1 shall occur prior to any refinancing, replacing or refunding of all or any part of the
2012 Notes. 
 (c) For the avoidance of doubt, in the event of any successive refinancings, replacements or refundings of the 2012 Notes, the
interest rate prevailing on the Securities at the effective date of the first such refinancing, replacement or refunding shall increase by 0.125% in accordance with Section 4.19(a)(1) but not thereafter. Also for the avoidance of doubt,
should the Company refinance, replace or refund the 2012 Notes with more than one tranche of new Indebtedness, incurring unsecured new Indebtedness in one tranche and secured new Indebtedness in another, then the Company must secure all of the
Securities equally and ratably with such secured Indebtedness in accordance with Section 4.19(a)(2).  
  

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 ARTICLE V 
 SUCCESSOR COMPANY 
 Section 5.1 Merger, Consolidation or Sale of Assets 
 (a) The Company may not: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or
(2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as whole, in one or more related transactions, to another Person,
unless: 
 (1) either: 
 (A) the Company is the surviving corporation; or 
 (B) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of
Columbia; 
 (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Securities, this Indenture and each Registration Rights Agreement pursuant to a supplemental indenture
reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction no Default or Event of Default exists; 
 (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) will, on the date of such transaction
after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in Section 4.3(a) hereof; and 
 (5) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture. 

(b) For purposes of this covenant, the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the
properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company. 
  

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 (c) Clause (a)(4) of this Section 5.1 will not apply to a sale, assignment, transfer,
conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries that are Guarantors. 
 Section 5.2
Successor Substituted 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of
all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.1 hereof, the successor formed by such consolidation or into which the Company is merged or
to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the
Company herein and shall be substituted for the Company (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the
“Company” shall refer instead to the successor and not to the predecessor); and thereafter, if the Company is dissolved following a disposition of all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole in accordance with this Indenture, except in the case of such a disposition by way of a lease it shall be discharged and released from all obligations and covenants under this Indenture and the Securities. 

ARTICLE VI 
 DEFAULTS AND REMEDIES

 Section 6.1 Events of Default 
 Each of the following is an “Event of Default”: 
 (1) default for 30 days in the payment when due of interest on the
Securities; 
 (2) default in the payment when due of the principal of, or premium, if any, on the Securities; 
 (3) failure by the Company to comply with Section 5.1 hereof; 
 (4) failure by the Company or any of its Restricted Subsidiaries to comply for 30 days after receipt of written notice specified below with Sections 4.2, 4.3, 4.4, 4.5, 4.6,
4.7, 4.8, 4.9, 4.10 or 4.11 hereof; 
 (5) failure by the Company for 60 days after receipt of written
notice specified below to comply with any of its other agreements contained in this Indenture, including Section 4.19; 
 (6)
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is
Guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default: 
  

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 (A) is caused by a failure to pay principal of, or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”); or 
 (B) results in
the acceleration of such Indebtedness prior to its Stated Maturity; 
 and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; provided, however, that if any such Payment Default is cured or
waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such
Event of Default and any consequential acceleration of the Securities shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 
 (7) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million (net of any amounts
covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days; 
 (8) any Subsidiary Guarantee of a
Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or, except as permitted by this Indenture, shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Subsidiary Guarantee, in each case with respect to any Guarantor that is also a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and

 (9) (A) the Company or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case or proceeding; 

(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding in which it is a debtor; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) consents to the institution of a bankruptcy or an insolvency proceeding against it; 
  

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 or takes any comparable action under any foreign laws relating to insolvency; or 
 (B) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary in an involuntary case in which it is a debtor; 
 (ii) appoints a Custodian of the
Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for any substantial part of its property; or 
 (iii) orders the winding up or liquidation of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken
together would constitute a Significant Subsidiary; 
 or any similar relief is granted under any foreign laws and the order, decree or relief
remains unstayed and in effect for 60 consecutive days. 
 However, a default under clauses (4) and (5) of this
Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time
specified in clauses (4) and (5) of this Section 6.1 after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” 
 Section 6.2 Acceleration of Maturity; Rescission and Annulment 
 If an Event of Default (other than an Event of Default described in clause (9) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration,
such principal, premium and accrued and unpaid interest will be due and payable immediately. If an Event of Default described in clause (9) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and
accrued and unpaid interest on all the Securities will become and be immediately due and payable without any further action or notice on the part of the Trustee or any Holders. The Holders of a majority in outstanding principal amount of the
Securities by notice to the Trustee may on behalf of the Holders of all the Securities rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or
waived. 
  

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 Section 6.3 Other Remedies 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium (if any) or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in
the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. 
 Section 6.4
Waiver of Past Defaults 
 The Holders of a majority in outstanding principal amount of the Securities, by notice to the Trustee may on
behalf of the Holders of all the Securities waive an existing Default or Event of Default and its consequences hereunder except (i) a Default or Event of Default in the payment of the principal of, premium, if any, or interest on a Security or
(ii) a Default or Event of Default in respect of a provision that under Section 9.2 hereof cannot be amended without the consent of each Holder affected. When a Default or Event of Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. 
 Section 6.5 Control by Majority

 The Holders of a majority in outstanding principal amount of the Securities have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject
to Section 7.1 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Subject to Section 7.1, prior to taking any action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it against all loss, liability
and expense caused by taking or not taking such action. 
 Section 6.6 Limitation on Suits 
 Except to enforce the right to receive payment of principal, premium (if any) or interest when due, a Holder may not pursue any remedy with respect to
this Indenture, the Securities or the Subsidiary Guarantees unless: 
 (1) the Holder has previously given the Trustee written notice stating
that an Event of Default is continuing; 
 (2) Holders of at least 25% in outstanding principal amount of the Securities have made a written
request to the Trustee to pursue the remedy; 
  

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 (3) such Holder or Holders have furnished the Trustee reasonable security or indemnity against any loss,
liability or expense; 
 (4) the Trustee has not complied with the Holders’ request within 60 days after receipt of the request and the
furnishing of security or indemnity; and 
 (5) the Holders of a majority in outstanding principal amount of the Securities have not given
the Trustee a direction that, in the opinion of the Trustee, is inconsistent with the request during such 60-day period. 
 A Holder may not
use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 
 Section 6.7 Rights of
Holders to Receive Payment 
 Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of
principal of, premium, if any, and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder. 
 Section 6.8 Collection Suit by Trustee 
 If an Event of Default specified in Section 6.1(1) or Section 6.1(2) hereof occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company or any Guarantor for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.7 hereof to cover the costs and expenses of collection, including the reasonable compensation, disbursement and advances of the Trustee, its agents and counsel. 
 Section 6.9 Trustee May File Proofs of Claim 
 The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor or their respective creditors or properties and,
unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make 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 compensation, expenses, disbursements and advances
of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7 hereof. 
  

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 Section 6.10 Priorities 
 If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: 
 First: costs and expenses of collection, including all sums paid or advanced by the Trustee hereunder and the compensation, expenses and
disbursements of the Trustee, its agents, and counsel and all other amounts due to the Trustee under Section 7.7 hereof; 
 Second: to Holders for amounts due and unpaid on the Securities for principal and interest and premium, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal
and interest and premium, if any, respectively; and 
 Third: to the Company. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and amount to be paid. 
 Section 6.11 Undertaking for Costs 
 In any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in outstanding principal amount of the Securities. 
 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
undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions 
  

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 furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the 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: 
 (1) this
paragraph does not limit the effect of Section 7.1(b) hereof; 
 (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.1(a), 7.1(b) and 7.1(c)
hereof. 
 (e) 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. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) Subject to Section 7.1(a) hereof, no provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. 
 Section 7.2 Rights of Trustee. 
 (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or
within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 
  

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 (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal
matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel. 
 (f) Except for (i) a default under Section 6.1(1) or Section 6.1(2) hereof, or
(ii) any other event of which the Trustee has actual knowledge and which event, with the giving of notice or the passage of time or both, would constitute an Event of Default under this Indenture, the Trustee shall not be deemed to have notice
of any default or event unless specifically notified in writing of such event by the Company or any Holder of the Securities. 
 (g) The
Trustee shall have no obligation to ascertain whether or not the Company is obligated at any time to offer to purchase the Securities pursuant to Section 4.7 or 4.11 hereof, and at all times the Trustee may conclusively presume,
in the absence of written notice to the contrary from the Company or an order from a court of competent jurisdiction, that no such obligation exists. 
 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 its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after a
Default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.4 Trustee’s Disclaimer 
 The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, it shall not be
responsible for the use or application of any money received by any Paying Agent (other than itself as Paying Agent), and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the
sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. 
 Section 7.5 Notice of Defaults

 If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail to
each Holder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default relating to payment of principal of, premium, if any, or interest on, any Security (including payments pursuant
to the redemption or required repurchase provisions of such Security), the Trustee may withhold the notice if and so long as its board of directors, the Executive Committee of its board of directors or a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders. 
  

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 Section 7.6 Reports by Trustee to Holders 
 (a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a
brief report that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act §313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with Trust Indenture Act Section 313(b). The Trustee shall also transmit by mail all reports required by Trust Indenture Act Section 313(c). 
 (b) A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify
promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 
 Section 7.7 Compensation and
Indemnity 
 (a) The Company shall pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for
its services, which may be set forth in a separate fee agreement between the Trustee and the Company. 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 or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders
and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents and counsel. The Company shall indemnify and hold harmless the Trustee (in its individual and trustee capacities) and its officers, directors and agents against any and all loss, liability,
claims, action, suit, cost or expense (including reasonable attorneys’ fees) of any kind and nature whatsoever incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the costs
and expenses of enforcing this Indenture (including this Section 7.7) and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees
and expenses of such counsel. The Company is not required to reimburse any expense or indemnify against any loss, liability claim, again, suit, cost or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence.

 (b) To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of, premium (if any) and interest on particular Securities. 
 (c) The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or
removal of the Trustee. When the Trustee 
  

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 incurs expenses after the occurrence of a Default specified in Section 6.1(9) hereof with respect to the
Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. 
 Section 7.8 Replacement of Trustee

 (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.8. 
 (b) The Trustee may resign at any time by so
notifying the Company. The Holders of a majority in outstanding principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Company and may appoint a successor Trustee. The Company may remove the Trustee if:
(i) the Trustee fails to comply with Section 7.10 hereof; (ii) the Trustee is adjudged bankrupt or insolvent; (iii) a Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee
otherwise becomes incapable of acting. 
 (c) If the Trustee resigns or is removed by the Company or by the Holders of a majority in
outstanding principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the
retiring Trustee), the Company shall promptly appoint a successor Trustee. 
 (d) A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7 hereof. 
 (e) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee or the Holders of 10% in outstanding principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (f) If the Trustee fails to comply with Section 7.10 hereof after written notice thereto, the Holders of at least 10% in principal amount of
the then outstanding Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 (g) Notwithstanding the 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.

 Section 7.9 Successor Trustee by Merger 
 (a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
or banking association without any further act shall be the successor Trustee. 
  

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 (b) If at the time such successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and if at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 
 Section 7.10 Eligibility; Disqualification 
 The
Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a). There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set forth
in its most recent published annual report of condition. The Trustee shall comply with Trust Indenture Act Section 310(b); provided, however, that there shall be excluded from the operation of Trust Indenture Act Section 310(b)(1)
the indenture for the 2012 Notes and any other indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in
Trust Indenture Act Section 310(b)(1) are met. 
 Section 7.11 Preferential Collection of Claims Against Company 
 The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act
Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated. 
 ARTICLE VIII 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 Section 8.1 Discharge of Liability on Securities; Defeasance 
 (a) Subject to
Section 8.1(c) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (y) all outstanding Securities not
theretofore delivered for cancellation have become due and payable at their scheduled maturity or (z) all outstanding Securities not theretofore delivered for cancellation have become scheduled for redemption under arrangements satisfactory to
the Trustee as a result of the giving of notice of redemption by the Trustee in the name and at the expense of the Company in accordance with Article III hereof, (ii) the Company irrevocably deposits or causes to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, Government Securities, or a combination 
  

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 thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge
the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of Stated Maturity or redemption, (iii) no Default or Event of Default shall
have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party
or by which the Company is bound, (iv) the Company has paid or caused to be paid all sums then payable by it under this Indenture and the Securities and (v) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of such Securities at Stated Maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture and the obligations of the
Company and the Guarantors under the Securities and the Subsidiary Guarantees, on demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. 
 (b) Subject to
Section 8.2 hereof, the Company at its option at any time may terminate (i) all its obligations, subject to Section 8.1(c) hereof, under the Securities and this Indenture and all obligations of the Guarantors with
respect to their Subsidiary Guarantees (“legal defeasance option”), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its
obligations under Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.7, Section 4.8, Section 4.9, Section 4.10,
Section 4.11 and Section 4.19 hereof, except to the extent such obligations are imposed by Section 318(c) of the Trust Indenture Act, and clause (a)(4) of Section 5.1 hereof and the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3) (solely as it relates to clause (a)(4)
of Section 5.1) and Section 6.1(4) hereof and the operation of Section 6.1(5), Section 6.1(6), Section 6.1(7) and Section 6.1(8) hereof and (with respect only to Significant
Subsidiaries) Section 6.1(9) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified
above, the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal
defeasance option or its covenant defeasance option, each Guarantor shall be released from its obligations with respect to its Subsidiary Guarantee. 
 If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities
may not be accelerated because of an Event of Default specified in Section 6.1(4), Section 6.1(5), Section 6.1(6), Section 6.1(7), Section 6.1(8), and (with respect only to Significant
Subsidiaries) Section 6.1(9) hereof or the failure of the Company to comply with clause (a)(4) of Section 5.1 hereof. 
  

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 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall
acknowledge in writing the discharge of those obligations that the Company terminates. 
 (c) Notwithstanding the provisions of
Section 8.1(a) and Section 8.1(b) hereof, the obligations of the Company in Section 2.3, Section 2.4, Section 2.5, Section 2.6, Section 2.7,
Section 2.9, Section 7.7, Section 7.8 hereof, and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the obligations of the Company in Section 7.7,
Section 8.4 and Section 8.5 hereof shall survive. 
 Section 8.2 Conditions to Defeasance 
 The Company may exercise its legal defeasance option or its covenant defeasance option only if: 
 (1) the Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the
outstanding Securities on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to Stated Maturity or to a particular Redemption Date; 
 (2) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance option and will
be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance option had not occurred; 
 (3) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance option and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such covenant defeasance option had not occurred; 
 (4) no Default
or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (b) insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; 
 (5) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; 
  

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 (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the
91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; 
 (7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of
preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and 
 (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that all conditions precedent
relating to the legal defeasance option or the covenant defeasance option have been complied with. 
 Section 8.3 Delivery and Application of Trust
Money 
 The Trustee shall hold in trust money or Government Securities deposited with it pursuant to this Article VIII. It shall apply
the deposited money and the money from Government Securities and in accordance with this Indenture to the payment of principal, premium, if any, of and interest on the Securities. 
 Section 8.4 Repayment to Company 
 The Trustee and each Paying Agent shall promptly turn over to
the Company upon request any excess money or securities held by them upon payment of all the obligations under this Indenture. 
 Subject to
any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of, or premium, if any, or interest on the Securities that remains unclaimed for two
years (or any such money then held by the Company or any Subsidiary shall be discharged from any trust hereunder), and, thereafter, Holders entitled to the money must look to the Company for payment as unsecured general creditors; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the
Company. 
 Section 8.5 Indemnity for Government Securities 
 The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government
Securities. 
  

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 Section 8.6 Reinstatement 
 If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with this Article VIII 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 and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this
Article VIII until such time as the Trustee or such Paying Agent is permitted to apply all such money or Government Securities in accordance with this Article VIII; provided, however, that, if the Company has made any
payment in respect of 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 Government Securities held by the Trustee
or any Paying Agent. 
 ARTICLE IX 
 AMENDMENTS 
 Section 9.1 Without Consent of Holders 
 The Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Subsidiary Guarantees without notice to or
consent of any Holder: 
 (1) to cure any ambiguity, defect or inconsistency; 
 (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; 
 (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Securities in the case of a merger or
consolidation or sale of all or substantially all of the Company’s or a Guarantor’s properties or assets in compliance with this Indenture; 
 (4) to add or release Guarantors in compliance with this Indenture; 
 (5) to make any change that would
provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder; provided, however, that any change to this Indenture to conform it to the description of the Initial
Securities in the offering circular of the Company dated June 23, 2006 shall not be deemed to adversely affect such legal rights; 
 (6)
to secure the Securities, including pursuant to the requirements of Section 4.5; 
 (7) to comply with the requirements of the
SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 
 (8) to provide for the issuance of
the Exchange Securities, which will have terms substantially identical in all respects to the Initial Securities (except that the transfer restrictions contained in the Initial Securities will be modified or eliminated, as appropriate), and which
will be treated, together with any outstanding Initial Securities and Additional Securities, as a single issue of securities; or 
  

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 (9) to provide for the issuance of Additional Securities in accordance with this Indenture. 

Section 9.2 With Consent of Holders 
 The
Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Subsidiary Guarantees with the consent of the Holders of at least a majority in outstanding principal amount of the Securities (including consents
obtained in connection with the purchase of, or tender offer or exchange offer for, Securities). Subject to the following sentence, any existing Default or compliance with any provision of this Indenture, the Securities or the Subsidiary Guarantees
may be waived with the consent of the Holders of at least a majority in outstanding principal amount of Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without
the consent of each Holder, an amendment, supplement or waiver may not (with respect to any Securities held by a non-consenting Holder): 
 (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the
principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption or repurchase of the Securities (other than provisions relating to Section 4.7 or 4.11); 
 (3) reduce the rate of or change the time for payment of interest on any Security; 
 (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities or a Default or Event of Default
in respect of a provision that cannot be amended or supplemented without the consent of each Holder affected; 
 (5) make any Security
payable in a currency other than that stated in the Securities; 
 (6) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of or premium, if any, or interest on the Securities (except as permitted by clause (7) below); 
 (7) waive a redemption or repurchase payment with respect to any Security (other than a payment required by Section 4.7 or 4.11);

 (8) modify any Subsidiary Guarantee in any manner adverse to the Holders of the Securities or release any Guarantor from its obligations
under its Subsidiary Guarantee except in accordance with the terms of this Indenture; 
 (9) make any change in the ranking of the Securities
or the Subsidiary Guarantees in a manner adverse to the Holders of the Securities or the Subsidiary Guarantees; or 
  

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 (10) make any change in the preceding amendment, supplement and waiver provisions of this
Section 9.2. 
 The consent of the Holders is not necessary under this Section 9.2 to approve the particular form of
any proposed amendment or waiver. It is sufficient if the consent approves the substance of the proposed amendment or waiver. 
 After an
amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to each Holder of Securities affected thereby a notice briefly describing such amendment. The failure to give such notice to any or all
Holders, or any defect therein, shall not impair or affect the validity of any amendment, supplement or waiver under this Section 9.2. 
 Section 9.3 Compliance with Trust Indenture Act 
 Every amendment to this Indenture, the Securities or the Subsidiary
Guarantees shall comply with the Trust Indenture Act as then in effect. 
 Section 9.4 Revocation and Effect of Consents and Waivers 

A consent to an amendment, supplement or waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion
of the Security that evidences the same debt as the consenting Holder’s Security (or any Holder of a Security issued upon the registration of transfer or exchange thereof or in lieu thereof), even if notation of the amendment, supplement or
waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Security or portion of the Security if the Trustee receives the written notice of revocation before the date the
amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective in accordance with its terms, it shall bind every Holder. 
 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 the close of business on 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 to take any such action, whether or not such Persons continue to be Holders after such record date, and for this purpose the Securities then outstanding shall be
computed as of such record date. No such consent shall become valid or effective more than 120 days after such record date. 
 Section 9.5 Notation
on or Exchange of Securities 
 If an amendment or supplement changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms, but the failure to make the appropriate notation or to issue a new Security shall not affect the validity and effect of such amendment or
supplement. 
  

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 Section 9.6 Trustee to Sign Amendments 
 The Trustee shall sign any amendment or supplement authorized pursuant to this Article IX if the amendment or supplement does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or supplement the Trustee shall be entitled to receive, and (subject to Section 7.1 hereof) shall
be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture. 
 ARTICLE X 
 SUBSIDIARY GUARANTEE

 Section 10.1 Subsidiary Guarantee 
 Each Guarantor which is a party hereto or becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.9 hereof, jointly and severally, unconditionally Guarantees to each Holder and to
the Trustee and its successors and assigns the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to
Section 4.7 or Section 4.11 hereof, acceleration or otherwise, and all other monetary obligations owing by the Company under this Indenture (including obligations owing to the Trustee) and the Securities (all the foregoing
being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors, and that the Guarantors will
remain bound under this Article X notwithstanding any extension or renewal of any Obligation. 
 The Guarantors waive presentation to,
demand of payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Guarantors waive notice of any Default under the Securities or the Obligations. The obligations of the Guarantors
hereunder shall not be affected by: (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement
or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article X), the Securities or
any other agreement; (iv) the release of security, if any, held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of
the Obligations; (vi) any change in the ownership of the Company; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would
otherwise operate as a discharge of the Guarantors as a matter of law or equity, except for payment of the Securities in full. 
 The
Guarantors, jointly and severally, further agree that their Subsidiary Guarantees herein constitute a guarantee of payment when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the
Trustee to security, if any, held for payment of the Obligations. 
  

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 The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason (except to the extent provided in Section 10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment
or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. 
 The Guarantors,
jointly and severally, further agree that their Subsidiary Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 
 In furtherance of the foregoing
and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at Stated
Maturity, upon redemption, required repurchase, acceleration or otherwise, the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount
equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to
the Holders and the Trustee. 
 The Guarantors, jointly and severally, agree that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Subsidiary Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 10.1. 
 The Guarantors,
jointly and severally, also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.1. 
 Section 10.2 Limitation on Liability 
 Each
Guarantor, and by its acceptance of Securities, each Holder, hereby confirm that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of each Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant
under 
  

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 such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

 Section 10.3 Execution and Delivery of Subsidiary Guarantee 
 To evidence its Subsidiary Guarantee set forth in Section 10.1, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit D hereto will
be endorsed by manual or facsimile signature by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers by execution of the
signature page hereof or by execution of a supplemental indenture substantially in form of Exhibit E hereof. 
 Each Guarantor hereby
agrees that its Subsidiary Guarantee set forth in Section 10.1 will remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. If an Officer whose facsimile signature
is on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless. 
 The delivery of any Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company or any of its Restricted Subsidiaries acquires or
creates another Restricted Subsidiary (other than Foreign Subsidiaries) after the Issue Date, the Company will comply with the provisions of Section 4.9 hereof. 
 Section 10.4 Successors and Assigns 
 Except as otherwise provided in Section 10.9
hereof, this Article X shall be binding upon the Guarantors and their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights
in accordance with the terms of this Indenture by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture, the Securities and the Subsidiary Guarantees. 
 Section 10.5 No Waiver 
 Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article X
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified
are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise. 
  

 93 







 Section 10.6 Right of Contribution 
 Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such
Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and
conditions of this Article X. The provisions of this Section 10.6 shall in no respect limit the obligations and liabilities of any Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and
the Holders for the full amount guaranteed by such Guarantor hereunder. 
 Section 10.7 No Subrogation 
 Notwithstanding any payment or payments made by any of the Guarantors hereunder, no Guarantor shall be entitled to exercise any rights of subrogation it
may have to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account
of the Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust
for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the
Trustee, if required), to be applied against the Obligations. 
 Section 10.8 Modification 
 No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by the Guarantors therefrom, shall in any
event be effective unless the same shall be made in accordance with Article IX hereof. No notice to or demand on the Guarantors in any case shall entitle the Guarantors to any other or further notice or demand in the same, similar or other
circumstances. 
 Section 10.9 Merger, Consolidation or Sale of Assets of a Guarantor; Release of a Guarantor 
 (a) The Company shall not permit a Guarantor to sell or otherwise dispose of all or substantially all of its properties or assets, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor) unless: 
 (1) immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and 
  

 94 







 (2) either: 
 (A) the Person acquiring the properties or assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that
Guarantor under its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or 
 (B) an amount
equal to the Net Proceeds of such sale or other disposition is applied in accordance with Section 4.7 hereof. 
 (b) The
Subsidiary Guarantee of a Guarantor shall be released in accordance with Section 10.9(c) hereof: 
 (1) in connection with any
sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation), other than to the Company or another Guarantor, if the Company applies the Net Proceeds of that sale or other
disposition in accordance with Section 4.7 hereof; 
 (2) in connection with any sale or other disposition of all of the Capital
Stock of a Guarantor (including by way of merger or consolidation) other than to the Company or another Guarantor, if the Company applies the Net Proceeds of that sale or other disposition in accordance with Section 4.7 hereof;

 (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the
provisions of this Indenture; or 
 (4) if the Company exercises either its legal defeasance option or its covenant defeasance option in
accordance with Section 8.1(b) hereof. 
 (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate
to the effect that any of the conditions described in clauses (1) – (4) of Section 10.9(b) has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order
to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this Indenture. 
 ARTICLE XI

 MISCELLANEOUS 
 Section 11.1
Trust Indenture Act Controls 
 If any provision of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the Trust Indenture Act (or in any other indenture qualified thereunder), the provision required by the Trust Indenture Act shall control. 
  

 95 







 Section 11.2 Notices 
 Any notice or communication shall be in writing in the English language and delivered in person or mailed by first-class mail, telecopier or overnight air courier guaranteeing next day delivery, addressed as follows
(unless the Company and the Trustee agree to another method of delivery): 
 if to the Company or the Guarantors: 
 Petrohawk Energy Corporation 
 1100 Louisiana, Suite 4400 
 Houston, Texas 77002 
 Attention: Chief Financial Officer 
 Facsimile: (832) 204-2827 
 with a copy to each of: 
 Hinkle & Elkouri Law Firm, LLC 
 2000 Epic Center 
 301 North Main Street 
 Wichita, Kansas 67202 
 Attention: David S. Elkouri 
 Facsimile: (316) 660-6011 
 Thompson & Knight LLP 
 333 Clay Street, Suite 3300 
 Houston, Texas 77002 
 Attention: William T. Heller IV 
 Facsimile: (713) 654-1871 
 if to the Trustee: 
 U.S. Bank National Association 
 950 Seventeenth Street, Suite 300 
 Denver, Colorado 80202 
 Attention: Corporate Trust Services 
 Facsimile: (303) 585-6865 
 The Company or the Guarantors, by notice to the Trustee, or the Trustee by
notice to the Company and the Guarantors, may designate additional or different addresses for subsequent notices or communications. 
 Any
notice or communication to a Holder shall be delivered to the Holder at the Holder’s address as it appears on the registration books of the Registrar by first class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. 
  

 96 







 All notices and communications shall be deemed to have been duly given; at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; (other than those sent to Holders) when answered back, if telecopied; and the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery. 
 Failure to deliver a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not the addressee receives it. 
 Section 11.3 Communication by Holders with other Holders 
 Holders may communicate pursuant to the Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the
protection of the Trust Indenture Act Section 312(c). 
 Section 11.4 Certificate and Opinion as to Conditions Precedent 
 Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall, if
requested, furnish to the Trustee: (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee 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 (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied
with. 
 Section 11.5 Statements Required in Certificate or Opinion 
 Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: (i) a statement that the individual making such certificate or opinion has read
such covenant or condition; (ii) 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; (iii) a statement that, in the
opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or
not, in the opinion of such individual, such covenant or condition has been complied with. 
 Section 11.6 When Securities Disregarded

 In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination. 
  

 97 







 Section 11.7 Legal Holidays 
 A “Legal Holiday” is a day that is not a Business Day. Notwithstanding any other provisions of this Indenture, the Securities or the Subsidiary Guarantees, if a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a record date is a Legal Holiday, the record date shall not be affected. 
 Section 11.8 Governing Law 
 THE LAW OF THE STATE
OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES. 
 Section 11.9 No Personal
Liability of Directors, Officers, Employees and Shareholders 
 No director, officer, employee, incorporator, member, partner or
stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Securities, this Indenture, the Subsidiary Guarantees, any Registration Rights Agreement or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

 Section 11.10 Successors 
 All
agreements of the Company and (except as otherwise provided in Section 10.9 hereof) the Guarantors in this Indenture, the Securities and the Subsidiary Guarantees shall bind their respective successors. All agreements of the Trustee in
this Indenture shall bind its successors. 
 Section 11.11 Multiple Originals; Counterparts 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
One signed copy is enough to prove this Indenture. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. 
 Section 11.12 Severability 
 In case any provision in this Indenture or in the Securities or the
Subsidiary Guarantees is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 
  

 98 







 Section 11.13 Table of Contents; Headings 
 The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
 Section 11.14 No
Adverse Interpretation of Other Agreements 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of
the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 [Signatures on following page] 
  

 99 







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

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 Chairman, President and Chief Executive Officer

	
	GUARANTORS:
	
	P-H ENERGY, LLC
		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 President and Chief Executive Officer

	
	PETROHAWK OPERATING COMPANY
		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 President and Chief Executive Officer

	
	RED RIVER FIELD SERVICES, L.L.C.
		
	By:	 	 PETROHAWK ENERGY CORPORATION

		 	Its Sole Member
		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 President and Chief Executive Officer



  

 100 








			
	PETROHAWK PROPERTIES, LP
		
	By:	 	 P-H Energy, LLC

		 	 Its General Partner

		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 President and Chief Executive Officer

	
	PETROHAWK HOLDINGS, LLC
		
	By:	 	 /s/ Connie D. Tatum

		 	 Connie D. Tatum

		 	 President

	
	WINWELL RESOURCES, INC.
		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 President and Chief Executive Officer

	
	WSF, INC.
		
	By:	 	 /s/ Floyd C. Wilson

		 	 Floyd C. Wilson

		 	 President and Chief Executive Officer

	
	 U.S. BANK NATIONAL ASSOCIATION,
as Trustee

		
	By:	 	 /s/ Hester M. Parrot

		 	 Hester M. Parrot

		 	 Assistant Vice President



  

 101 







 EXHIBIT A 
 [FACE OF SECURITY] 
 PETROHAWK ENERGY CORPORATION 
 9 1/8% SENIOR
NOTE DUE 2013 
 CUSIP NO. [716495 AA 4]1 
 [U71618 AA 7]2 
  

			
	No.         	 	Principal Amount $                    

 PETROHAWK ENERGY CORPORATION, a Delaware corporation, promises to pay to
                    , or registered assigns, the principal sum of
                                       
  dollars on July 15, 2013. 
 Interest Payment Dates: January 15 and July 15, commencing January 15, 2007.

 Record Dates: January 1 and July 1. 
 Dated:                          , 20     
  

			
	PETROHAWK ENERGY CORPORATION
		
	 By:
	 	  
	Name:	 	
	Title:	 	


 U.S. BANK NATIONAL ASSOCIATION 
 as Trustee, certifies that this is one of the 
 Securities referred to in the Indenture. 
  

			
	By:	 	  
		 	Authorized Signatory

  


	1	For Securities sold in reliance on Rule 144A. 


	2	For Securities sold in reliance on Regulation S. 

  

 A-1 







 [BACK OF SECURITY] 
 PETROHAWK ENERGY CORPORATION 
 9 1/8% SENIOR NOTE DUE 2013 
 [Insert the Global Security
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to
the provisions of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated. 
 1. Interest. Petrohawk Energy Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Security at 9 1/8% per annum from July 12,
2006 until maturity. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if
this Security is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be January 15, 2007. The Company will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate then in
effect; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the
same rate as on overdue principal. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 2. Method
of Payment. The Company will pay interest on the Securities (except Defaulted Interest) to the Persons who are registered Holders of Securities at the close of business on the January 1 or July 1 next preceding the Interest Payment
Date, even if such Securities are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.11 of the Indenture with respect to Defaulted Interest. The Securities will be payable as to
principal, premium, if any, and interest at the office or agency of the Paying Agent maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed by such Paying
Agent to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, and premium, if any, on all Global
Securities and all other Securities, the Holders of which hold at least $5,000,000 aggregate principal amount of the Securities and have provided wire transfer instructions to the Company and the Paying Agent. Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Holders must surrender their Securities to the Paying Agent to collect payments of principal and premium, if any. 

 

 A-2 







 3. Paying Agent and Registrar. Initially, U.S. Bank National Association will act as Paying Agent
and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to any Holder, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar, all in accordance with the Indenture. 
 4. Indenture. The Company issued the Securities under an Indenture, dated as of July 12, 2006 (the “Indenture”), among the Company,
the Guarantors named on the signature pages thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all
such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and
be controlling (to the extent permitted by law). The Securities are unsecured obligations of the Company. The Company initially has issued $650,000,000 aggregate principal amount of Securities. The Company may issue Additional Securities under the
Indenture subsequent to July 12, 2006, subject to Section 4.3 of the Indenture; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original
issue discount” within the meaning of Section 1273 of the Code; and provided, further, that in no event may the Company issue any Additional Securities if, as a result of any such issuance, the aggregate principal amount of
Securities outstanding would exceed the maximum aggregate principal amount of Securities permitted under the Existing Credit Facilities or any other Credit Facilities, in each case as in effect on the date of such issuance. 
 5. Redemption. 
 (a) On and after
July 15, 2010, the Company may redeem all or a part of the Securities at any time or from time to time at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued and unpaid interest on the Securities, if
any, to the applicable Redemption Date, if redeemed during the 12-month period beginning July 15 of the years indicated: 
  

			
	 Year
	  	Percentage
	 2010
	  	104.563
	 2011
	  	102.281
	 2012
	  	100.000

 (b) On or prior to July 15, 2009, the Company may on one or more occasions redeem up to an
aggregate amount equal to 35% of the aggregate principal amount of the Securities (including any Additional Securities) originally issued prior to the Redemption Date under the Indenture at a Redemption Price of 109.13% of the principal amount of
the Securities, plus accrued and unpaid interest, if any, to the Redemption Date, with the Net Cash Proceeds of one or more Equity Offerings; provided that (i) at least 65% in aggregate principal amount of the Securities
(including any Additional Securities) originally issued remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 90 days
of the date of the closing of the related Equity Offering. 
  

 A-3 







 (c) In addition, at any time prior to July 15, 2010, the Company may redeem all or part of the
Securities at a Redemption Price equal to the sum of: 
  

	 	(i)	the principal amount thereof, plus 

  

	 	(ii)	accrued and unpaid interest, if any, to the Redemption Date, plus 

  

	 	(iii)	the Make Whole Premium at the Redemption Date. 

 (d)
Following the Special Mandatory Redemption Trigger Event, the Initial Securities are subject to mandatory redemption as a whole, upon the giving of prior notice to Holders and on the Redemption Date and for the Redemption Price set forth in
Section 3.8 of the Indenture. 
 6. Denominations, Transfer, Exchange. The Securities are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar or the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith. The Company need not exchange or
register the transfer of any Security or portion of a Security selected for redemption, except for the unredeemed portion of any Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Securities for a
period of 15 days before the day of any selection of Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
 If this is a Global Security, this Security represents the aggregate principal amount of outstanding Securities from time to time endorsed hereon, and the aggregate principal amount of outstanding Securities
represented by this Security may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions in accordance with the Indenture. 
 7. Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for all purposes. 
 8. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the Securities may be amended or supplemented with the written consent of the Holders of at least a majority in outstanding principal amount of the
Securities, and any existing Default or compliance with any provision of the Indenture or the Securities may be waived with the written consent of the Holders of at least a majority in outstanding principal amount of the Securities. Without the
consent of any Holder of a Security, the Indenture or the Securities may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Securities in addition to or in place of
certificated Securities, (iii) to provide for the assumption of the Company’s or a Guarantor’s obligations under the Indenture and the Securities, (iv) to add or release Guarantors in compliance with the Indenture, (v) to
secure the 
  

 A-4 







 Securities, (vi) to make any change that would provide any additional rights or benefits to the Holders,
(vii) to make any change that does not adversely affect the legal rights of any Holder, subject to the proviso to Section 9.1(5) of the Indenture, (viii) to comply with any requirement of the SEC in connection with qualifying
the Indenture under the Trust Indenture Act or maintaining such qualification, (ix) to provide for the issuance of the Exchange Securities and (x) to provide for the issuance of Additional Securities in accordance with the Indenture.

 9. Defaults. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture. 
 10. Defeasance. The Indenture contains provisions for
defeasance of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the Company with certain conditions set forth in the Indenture,
which provisions apply to this Security. 
 11. Authentication. This Security will not be valid until authenticated by the manual
signature of the Trustee or an Authenticating Agent. 
 12. Abbreviations. Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

 13. [Additional Rights of Holders of Restricted Global Securities and Restricted Definitive Securities. In addition to the
rights provided to Holders of Securities under the Indenture, Holders of Restricted Global Securities and Restricted Definitive Securities will have all the rights set forth in the Registration Rights Agreement, dated as of July 12, 2006, among
the Company, the Guarantors and the other parties named on the signature pages thereof.]* 
 14. [Escrow. The Initial Purchasers have deposited the net
proceeds of the offering of the Initial Securities with the Escrow Agent on the Issue Date. The Escrow Agent will hold such funds pursuant to the Escrow Agreement, and, subject to the conditions set forth in the Escrow Agreement, it will either
disburse such funds to or for the account of the Company or disburse them to the Trustee or the Paying Agent for application to the mandatory redemption of the Initial Securities following the Special Mandatory Redemption Trigger Event.]**

 15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  


	*	Delete for Exchange Security 


	**	Delete for Additional Securities. 

  

 A-5 







 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture
and the Escrow Agreement [and/or the Registration Rights Agreement].* Requests may be made to: 
 Petrohawk
Energy Corporation 
 1100 Louisiana, Suite 4400 
 Houston, Texas 77002 
 Attention: Chief Financial Officer 
  

 A-6 







 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
  

	
	 (I) or (we) assign and transfer this Security
to:                                       
                                        
                                        
                                       
 

	                                    (Insert assignee’s
legal name)
	
	  
	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	  
	
	  
	
	  
	
	  
	(Print or type assignee’s name, address and zip code)

 and irrevocably
appoint                                       
                                        
                                        
                                        
                                        
             
 to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 
 Date:                           
  

			
	 Your Signature:
	 	  
		 	(Sign exactly as your name appears on the face of this Security)


  

			
	 Signature Guarantee:*
	 	  


  


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

  

 A-7 







 Option of Holder to Elect Purchase 
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.7 or Section 4.11 of the Indenture,
check the appropriate box below: 
  

			
	 ̈    Section 4.7	  	 ̈    Section 4.11

 If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 4.7 or Section 4.11 of the Indenture, state the amount you elect to have purchased: 
 $                                 
 Date:
                             
  

			
	 Your Signature:
	 	  
		 	(Sign exactly as your name appears on the face of this Security)


  

			
	Tax Identification No.:	 	  


  

			
	 Signature Guarantee:*
	 	  


  


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

  

 A-8 







 [TO BE ATTACHED TO GLOBAL SECURITIES] 
 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 
 The following
increases or decreases in this Global Security have been made: 
  

									
	 Date of Exchange
	  	 Amount of Decrease in
 Principal Amount of this
 Global Security
	  	 Amount of Increase in
 Principal Amount of this
 Global Security
	  	 Principal Amount of this
 Global Security
 Following such
Decrease
 or Increase
	  	 Signature of Authorized
 Officer of Trustee or
 Securities
Custodian


  

 A-9 







 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Petrohawk Energy Corporation 
 1100 Louisiana, Suite 4400 
 Houston, Texas 77002 
 U.S. Bank National Association 
 60 Livingston Avenue 
 1st Floor – Bond Drop Window 
 St. Paul, Minnesota 55107 
 Re: Petrohawk Energy Corporation 9 1/8% Senior Notes due 2013 
 CUSIP [716495 AA 4]1 [U71618 AA 7]2

 Reference is hereby made to the Indenture, dated as of July 12, 2006 (the “Indenture”), among Petrohawk
Energy Corporation, as issuer (the “Company”), the Guarantors named on the signature pages thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture. 
                                     , (the
“Transferor”) owns and proposes to transfer the Security[ies] or beneficial interest in such Security[ies] in the principal amount of
$                     (the “Transfer”), to
                                 (the “Transferee”). In
connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1.  ̈ Check if Transferee will take
delivery of a beneficial interest in the 144A Global Security or a Restricted Definitive Security pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Security is being transferred to a Person that the Transferor reasonably believes is purchasing the
beneficial interest or Definitive Security for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Security and/or the
Restricted Definitive Security and in the Indenture and the Securities Act. 
  


	1	For Securities sold in reliance on Rule 144A. 


	2	For Securities sold in reliance on Regulation S. 

  

 B-1 







 2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Security or a Restricted Definitive Security pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the
Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Security and/or the
Restricted Definitive Security and in the Indenture and the Securities Act. 
 3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Global Security or a Restricted Definitive Security pursuant to any provision of
the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Securities and Restricted Definitive Securities and
pursuant to and in accordance with the Securities Act (other than Rule 144A or Regulation S) and any applicable blue sky securities laws of any state of the United States. 
 4.  ̈ Check if Transferee will take
delivery of a beneficial interest in an Unrestricted Global Security or of an Unrestricted Definitive Security. 
 (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities and in the Indenture. 
 (b)  ̈ Check if Transfer is Pursuant to
Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the 
  

 B-2 







 terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities and in the Indenture. 
 (c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant
to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Securities or Restricted Definitive Securities and in the Indenture. 
  

 B-3 







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

	
	  

	[Insert Name of Transferor]
	
	 By:                                      
                                        
                  

	 Name:

	 Title:



 Dated:
                     
  

 B-4 







 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Petrohawk Energy Corporation 
 1100 Louisiana, Suite 4400 
 Houston, Texas 77002 
 U.S. Bank National Association 
 60 Livingston Avenue 
 1st Floor – Bond Drop Window 
 St. Paul, Minnesota 55107 
 Re: Petrohawk Energy Corporation 9 1/8% Senior Notes due 2013 
 CUSIP [716495 AA 4]1 [U71618 AA 7]2

 Reference is hereby made to the Indenture, dated as of July 12, 2006 (the “Indenture”), among Petrohawk
Energy Corporation, as issuer (the “Company”), the Guarantors named on the signature pages thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture. 
                                     , (the
“Owner”) owns and proposes to exchange the Security[ies] or beneficial interest in such Security[ies] specified herein, in the principal amount of
$                     (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or
Beneficial Interests in an Unrestricted Global Security 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of
the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the
“Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  


	1	For Securities sold in reliance on Rule 144A. 


	2	For Securities sold in reliance on Regulation S. 

  

 C-1 







 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Security to Unrestricted Definitive Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for an
Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (c)  ̈ Check if Exchange is from Restricted
Definitive Security to beneficial interest in an Unrestricted Global Security. In connection with the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)
 ̈ Check if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security. In connection with the Owner’s
Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States. 
 2. Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities for
Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Definitive Security. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner’s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Security and in the Indenture and the Securities Act. 
  

 C-2 







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

			
	  

	 [Insert Name of Transferor]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Dated:
                     
  

 C-3 







 EXHIBIT D 
 FORM OF NOTATION OF SUBSIDIARY GUARANTEE 
 For value received, the undersigned Guarantor (which term
includes any successor to such Guarantor under the Indenture) has, jointly and severally, with each other Guarantor, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of
July 12, 2006 (the “Indenture”) among Petrohawk Energy Corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), the full and
punctual payment of the principal of, premium, if any, and interest on the Securities (as defined in the Indenture) when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to Section 4.7 or
Section 4.11 of the Indenture, acceleration or otherwise, and all other monetary obligations owing by the Company under the Indenture (including obligations owing to the Trustee) and the Securities, all as more fully provided in
Article X of the Indenture. The obligations of the undersigned Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that each Subsidiary Guarantee is subject to release in accordance with the provisions of the Indenture. 
  

			
	 [NAME OF GUARANTOR(S)]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 D-1 







 EXHIBIT E 
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY FUTURE GUARANTORS 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    , 20    , among [Name of Future Guarantor(s)] (the “New Guarantor”), a
subsidiary of Petrohawk Energy Corporation, a Delaware corporation [or its permitted successor] (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee
under the Indenture referred to herein (the “Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors”, or individually as a “Guarantor.”

 W I T N E S S E T H 
 WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 12, 2006, relating to the 9 1/8% Senior Notes due 2013 (the “Securities”) of the Company; 
 WHEREAS, Section 4.9 of the Indenture provides that if the Company or any of its Restricted Subsidiaries acquires or creates another
Restricted Subsidiary (other than Foreign Subsidiaries) after the Issue Date, then the Company shall cause newly acquired or created Restricted Subsidiary (i) to become a Guarantor by executing a supplemental indenture and (ii) to deliver
an Opinion of Counsel to the Trustee as provided in such Section; and 
 WHEREAS, pursuant to Section 9.1 of the Indenture, the
Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder; 
 NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantor, the other Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally,
with all other Guarantors, to unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture. The obligations of the Guarantors to the Holders of
Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantees.

 3. EXECUTION AND DELIVERY. The New Guarantor agrees that its Subsidiary Guarantee shall
remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. 
  

 E-1 







 4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND
ENFORCE THIS SUPPLEMENTAL INDENTURE. 
 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. 
 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the
construction hereof. 
 7. THE TRUSTEE. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 
  

 E-2 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
 Dated:
                    , 20     
  

			
	 [NEW GUARANTOR]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 [OTHER GUARANTORS]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 PETROHAWK ENERGY CORPORATION

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 U.S. BANK NATIONAL ASSOCIATION, as Trustee

		
	 By:
	 	  

		
		 	 Authorized Signatory



  

 E-3