EX-10.2



 Exhibit 10.2 

$275,000,000 
 BILL
BARRETT CORPORATION 
 8.75% SENIOR NOTES DUE 2025 

REGISTRATION RIGHTS AGREEMENT 

April 28, 2017 
 Merrill Lynch, Pierce,
Fenner & Smith 

                      Incorporated 

as Representative for the several 
 Initial
Purchasers named in Annex E hereto 
  

	c/o	Merrill Lynch, Pierce, Fenner & Smith 


                          
   Incorporated 
 One Bryant Park 

New York, New York 10036 
 Ladies and Gentlemen:

 Bill Barrett Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the “Representative”) as representative of the Initial Purchasers named on Annex E hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement
dated April 25, 2017 (the “Purchase Agreement”), $275,000,000 aggregate principal amount of its 8.75% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed (the
“Guarantee”) by the Issuer’s subsidiaries, Circle B Land Company LLC (“Circle B”) and Aurora Gathering, LLC (“Aurora” and together with Circle B, the “Guarantors” and, together
with Circle B and the Issuer, the “Company”), which are signatories hereto as guarantors. The Initial Securities will be issued pursuant to an Indenture, dated as of April 28, 2017 (the “Indenture”), by and
among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the
Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the “Holders”), as follows: 

 

	 	1.	Registered Exchange Offer. 

 The Company shall, at its own cost, prepare and file with
the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange
Securities”) of the Company 







 
issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to
the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under
the Securities Act within 360 days of the date hereof, and, if and from the date declared effective, shall keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of
the Registered Exchange Offer is mailed to the Holders. 
 Unless the Registered Exchange Offer would not be permitted by applicable law or
policy of the Commission, the Company will commence the Registered Exchange Offer and use its commercially reasonable efforts to issue on or prior to 45 business days, or longer, if required by applicable securities laws, after the date on which the
Exchange Offer Registration Statement is declared effective by the Commission, the Exchange Securities in exchange for all Transfer Restricted Securities tendered prior thereto in the Registered Exchange Offer. 

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understanding with any person to participate in the distribution of
the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under
the Securities Act; provided, however, that the Exchanging Dealers (as defined below) will be required to deliver a prospectus in connection with resales of Exchange Securities. 

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in
the absence of an applicable exemption therefrom, each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities
(an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section
and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging
Dealer pursuant to the Registered Exchange Offer. 
 The Company shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such
period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the lesser of 180 days and the 

  
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date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make
such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer.

 If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its
initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the
Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”; provided, further,
that if the Transmittal Letters relating to the Registered Exchange Offer as provided to the Company indicate that no Holder is a broker-dealer, the Company will not be obligated to maintain the effectiveness of such Exchange Offer Registration
Statement after the consummation of the Registered Exchange Offer. 
 In connection with the Registered Exchange Offer, the Company shall:

 (a) deliver to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate Letter of Transmittal and related documents; 
 (b) keep the Registered Exchange Offer open for not less
than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; 

(c) utilize the services of a depositary for the Registered Exchange Offer, which may be the Trustee or an affiliate of the
Trustee; 
 (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on
the last business day on which the Registered Exchange Offer shall remain open; and 
 (e) otherwise comply with all
applicable laws. 
 As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the
Company shall: 
 (x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange; and 
 (y) cause the Trustee to deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 

  
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 Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities,
from the date of original issue of the Initial Securities (the “Issue Date”). 
 Each Holder participating in the
Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of its
business, (ii) such Holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. 
 Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto do not, when they become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, do not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
  

	 	2.	Shelf Registration. 

 If, (i) the Company is not (A) required to file
the Exchange Offer Registration Statement or (B) permitted to consummate the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of
Transfer Restricted Securities notifies the Company prior to the 20th business day following consummation of the Registered Exchange Offer that (x) such Holder is prohibited by law or Commission policy from participating in the
Registered Exchange Offer, (y) such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such Holder or (z) such Holder is a broker-dealer and holds Initial Securities acquired directly from the Company or any of its affiliates, then: 

(a) The Company shall, at its cost, use its commercially reasonable efforts to file, on or prior to 60 days after so required
or requested pursuant to this Section 2, with the Commission a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”) and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the
Commission on or prior to 90 days after such Shelf Registration Statement has been filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. 

  
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 (b) The Company shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of one year (or for such longer period if extended pursuant to
Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold
without any limitations by non-affiliates of the Company under clause (d)(1)(i) of Rule 144 under the Securities Act, or any successor rule thereof, provided, however, that the six month period shall be replaced with one year) (the “Shelf
Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that it knows
at the time would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. 

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) the Shelf
Registration Statement and any amendment thereto and any related prospectus and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, to comply in all material respects with the Securities Act
and the rules and regulations thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading and (iii) the prospectus related to the Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
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	 	3.	Registration Procedures. 

 In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 

(a) The Company shall (i) furnish one counsel for the Initial Purchasers and, in the case of a Shelf Registration
Statement, one counsel appointed by Holders of a majority in principal amount of the Securities to be sold pursuant to such Shelf Registration Statement, as the case may be (the “Representative”), prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof (except with respect to documents incorporated by reference therein) and each supplement, if any, to the prospectus included therein, and the Company shall use its
reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as such Representative(s) reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in
Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the
Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by the Representative(s), include
the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Representative(s), which shall contain a summary statement of the positions taken or policies made by the staff of the Commission
with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Representative(s) represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf
Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of
the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. 
 (b)
The Company shall give written notice, in the case of clause (i) hereof, to the Representative(s), and in the case of clauses (ii)-(v) hereof, to the Representative(s), the Initial Purchasers, the Holders of the Securities proposed to be sold
under the Shelf Registration Statement and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective; 

  
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 (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional information; 
 (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the
Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405; 

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or threat known to the Company of any proceeding for such purpose; and 

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in
order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus,
in light of the circumstances under which they were made) not misleading. 
 (c) The Company shall make every reasonable
effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. 

(d) The Company shall, upon request from any Holder of Securities included within the coverage of the Shelf Registration,
furnish to each such person, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if such person so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior approval of the Representative(s), make any offer relating to the Securities that would constitute a “free writing prospectus,”
as defined in Commission Rule 405. 
 (e) The Company shall, upon request from any Initial Purchaser or any other Holder,
deliver to each such person, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any such person so requests, all exhibits
thereto (including those incorporated by reference). 
 (f) The Company shall, upon request during the Shelf Registration
Period from any Holder of Securities included within the coverage of the Shelf Registration, 

  
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deliver to each such person, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement and applicable law, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities
in connection with the offering and sale of the Securities covered by the prospectus and in the manner described in the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

(g) The Company shall, upon request from any Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer, deliver to each such person, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement and applicable law, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if
necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus and in the
manner described in the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. 

(h) Prior to any public offering of the Securities pursuant to any Shelf Registration Statement, the Company shall register or
qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such
states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such
Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would
subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 
 (i) To the
extent the Securities are not in book-entry form, the Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. 

(j) Upon the occurrence of any event contemplated by clauses (ii) through (v) of Section 3(b) above during the
period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other
required document so that, as thereafter delivered to Holders of 

  
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the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies any person in accordance with clauses (ii) through (v) of Section 3(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then such persons shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and
the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). During the period during which the Company is required to maintain an effective
Shelf Registration Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use its commercially reasonable efforts to cause to be declared effective (unless it becomes
effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to
the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement. 
 (k) Not
later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and, if then in certificated
form, provide the Trustee with certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities as the case may be, in a form eligible for deposit with The Depository Trust Company. 

(l) The Company will comply in all material respects with all rules and regulations of the Commission to the extent and so long
as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than 60 days after the end of a 12-month period (or 105 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 
 (m)
The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the
Company such information regarding 

  
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the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 

(o) The Company shall enter into such customary agreements (including, if requested in the case of a Required Underwritten
Offering, an underwriting agreement in customary form) and take all such other reasonable and customary action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any
Shelf Registration. 
 (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for
inspection by the Representative(s), and any attorney, accountant or other agent retained by the Representative(s), at reasonable times and in a reasonable manner, all relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Representative(s) or any such attorney, accountant or
agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that no provision of this Agreement shall obligate the Company to make available for such inspection or otherwise disclose any non-public information to any person who does not agree to maintain the confidentiality of such
information and, to the extent the Company makes any such information available to the Representative or any such attorney, accountant or other agent, such person shall maintain such information in confidence unless such disclosure is required in
connection with a court proceeding or by law, or such information is or becomes available to the public generally or through a third party without, to the knowledge of any recipient of confidential information, an accompanying obligation of
confidentiality or is independently developed. 
 (q) In the case of any Shelf Registration, the Company, if requested by any
Holder, who alone or together with other Holders, hold in the aggregate at least $5.0 million of the Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in
customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such
opinion shall include, without limitation, the valid existence and good standing of the Company and its subsidiaries; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the
due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of
the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of 

  
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the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of an applicable time identified by such Holders or managing underwriters, the absence from such
prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange
Act)); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in
customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of
Auditing Standards No. 72. 
 (r) In the case of the Registered Exchange Offer, if requested by the
Representative, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 5(d) of the Purchase Agreement with such changes as are customary
in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the
Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 5(a) of the Purchase Agreement, with
appropriate date changes. 
 (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Initial Securities by Holders to the Company (or to such other person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on
the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or
otherwise satisfied. 
 (t) In the event of a Shelf Registration, the Company will use its reasonable best efforts to
(a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by the Shelf Registration Statement, or (b) if the Initial Securities were
not previously rated, cause the Securities covered by the Shelf Registration Statement to be rated with the appropriate rating agencies, but in each case only if so requested by Holders of a majority in aggregate principal amount of Securities
covered by such Registration Statement, or by the managing underwriters, if any. 

  
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 (u) In the event of a Required Underwritten Offering in which any broker-dealer
registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the Financial Industry Regulatory Authority (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated
by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 

(v) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the
Securities covered by a Registration Statement contemplated hereby. 
  

	 	4.	Registration Expenses. 

 The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including, in the event of a Shelf Registration, the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal
amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. Each Holder shall be responsible for paying all underwriting discounts and commissions, if any, relating to the
sale or disposition of such Holder’s Securities pursuant to a Shelf Registration Statement. 
  

	 	5.	Indemnification. 

 (a) The Issuer and the Guarantors, jointly and
severally, agree to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or 

  
 12 








 
are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any documented out-of-pocket legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that the Issuer and the Guarantors will not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion
therein. 
 (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Issuer and the
Guarantors, their directors and officers and each person, if any, who controls the Issuer or the Guarantors within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in
respect thereof, to which the Issuer or the Guarantors, their directors and officers or any such controlling person become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Issuer or the Guarantors, their directors and officers or any such controlling person for any
documented out-of-pocket legal or other expenses reasonably incurred by the Issuer or the Guarantors, their directors and officers or any such controlling person in connection with investigating or defending
any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability that such Holder may otherwise have to the Issuer, the Guarantors, their directors and officers or any such controlling
person. 
 (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of
any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the


  
 13 








 
commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except
to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be
liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying
party shall, without the prior written consent of the indemnified party (which shall not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and
(ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an
indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the
other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be,
on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the


  
 14 








 
subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this subsection (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and
each person, if any, who controls the Issuer or the Guarantors within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Issuer and the Guarantors. 

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration
Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

 

	 	6.	Special Interest Under Certain Circumstances. 

 (a) Special interest (the
“Special Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below, a “Registration Default”):

 (i) the Company fails to file any of the Registration Statements required by Sections 1 and 2 hereof on or before the date
specified for such filing; 
 (ii) any Registration Statement filed by the Company pursuant to Sections 1 and 2 hereof is not
declared effective by the Commission on or prior to the date specified for such effectiveness; 
 (iii) the Company fails to
consummate the Registered Exchange Offer within 30 days (or longer, if required by applicable securities law) of the date specified for effectiveness of the Exchange Offer Registration Statement; or 

(iv) any Registration Statement filed pursuant to Section 1 or 2 is declared effective, but thereafter ceases to be
effective or usable in connection with resales of Transfer Restricted Securities during the period specified in Section 1 or 2 hereof, as applicable. 

Special Interest shall accrue on the outstanding principal amount of Initial Securities over and above the interest set forth in the title of
the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all
Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Special Interest will 

  
 15 








 
be 0.25% per year for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional
0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Special Interest rate of 1.00% per year. The Issuer will pay such Special Interest
on regular interest payment dates. Such Special Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Special Interest
for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate will revert to the original rate, 8.75%. The Special Interest due pursuant to
this Section 6(a) shall be the sole remedy for any Registration Default. 
 (b) A Registration Default referred to in
Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of
(x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and
(ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if
such Registration Default occurs for a continuous period in excess of 60 days, Special Interest shall be payable in accordance with the above paragraph from the day such Registration Default would have been deemed to occur but for this Section
6(b) until such Registration Default is cured. 
 (c) Any amounts of Special Interest due pursuant to Section 6(a)
above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of the Initial
Securities, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360. 
 (d) “Transfer
Restricted Securities” means each Initial Security until (i) the Registered Exchange Offer is consummated, except with respect to Initial Securities held by Holders who are ineligible to participate in the Registered Exchange
Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of
in accordance with the Shelf Registration Statement or (iv) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act; provided, however, that an Initial Security will not cease to
be a Transfer Restricted Security for purposes of the Registered Exchange Offer by virtue of clause (iv). 

  
 16 









	 	7.	Rules 144 and 144A. 

 The Company shall use its reasonable best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly
available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the
Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act. 
  

	 	8.	Underwritten Registrations. 

 If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering with the approval of the Company, which will not be unreasonably withheld. 

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer
Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and takes such other actions as the Company or the managing underwriters shall reasonably require in connection with such underwriting.

 The Company shall be under no obligation to conduct such an underwritten offering unless the amount of Transfer Restricted Securities to
be registered and sold exceeds $50 million (a “Required Underwritten Offering”); provided that in no event shall the Company be required to effect more than two underwritten offerings in any
12-month period. 
  

	 	9.	Miscellaneous. 

 (a) Amendments and Waivers. The provisions of
this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of (or, in
the case of any Special Interest, all) the Securities affected by such amendment, modification, supplement, waiver or consent. 

  
 17 








 (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier that guarantees overnight delivery: 

(i) if to a Holder of the Securities, at the most current address given by such Holder to the Company. 

(ii) if to the Initial Purchasers : 

Merrill Lynch, Pierce, Fenner & Smith 

                     
Incorporated 
 One Bryant Park 

New York, NY 10036 

with a copy to: 

Latham & Watkins LLP 

811 Main Street, Suite 3700 

Houston, TX 77002 

Fax No.: (713) 546-5401 

Attention: Ryan Maierson 

(iii) if to the Company: 

Bill Barrett Corporation 

1099 18th Street, Suite 2300 

Denver, Colorado 80202 

Fax No.: [    ] 

Attention: William M. Crawford, 

Senior Vice President—Treasury and Finance 

with a copy to: 

Davis Graham & Stubbs LLP 

1550 17th Street, Suite 500 

Denver, Colorado 80202 

Fax No.: (303) 893-1379 

Attention: John Elofson 

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by
overnight air courier guaranteeing next day delivery. 

  
 18 








 Unless otherwise indicated, all references herein to “days” are to calendar days. 

(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the
date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 

(d) Successors and Assigns. This Agreement shall be binding upon the Issuer, the Guarantors and their respective
successors and assigns. 
 (e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 
 (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 (h) Severability. If any
one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby. 
 (i) Securities Held by the Company. Whenever
the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed
to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

(j) Submission to Jurisdiction. By the execution and delivery of this Agreement, the Issuer and the Guarantors submit to
the nonexclusive jurisdiction of any competent federal or state court in the City and State of New York in any suit or proceeding arising out of or relating to this Agreement or brought under federal or state securities laws. 

[Signature pages follow.] 

  
 19 








 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. 

 

					
	Very truly yours,
	
	BILL BARRETT CORPORATION
		
	By:	 	 /s/ William W. Crawford

		 	Name:	 	William W. Crawford
		 	Title:	 	Senior Vice President—Treasury and Finance
	
	AURORA GATHERING, LLC
		
	By:	 	 /s/ William W. Crawford

		 	Name:	 	William W. Crawford
		 	Title:	 	Senior Vice President—Treasury and Finance
	
	CIRCLE B LAND COMPANY LLC
		
	By:	 	 /s/ William W. Crawford

		 	Name:	 	William W. Crawford
		 	Title:	 	Senior Vice President—Treasury and Finance


 Signature Page to Registration Rights Agreement 








					
	The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	 On its own behalf and as representative of the Initial
Purchasers.

	
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

                          
    INCORPORATED



					
		
	By:	 	 /s/ Lex Maultsby

		 	Name:	 	Lex Maultsby
		 	Title:	 	Managing Director

 Signature Page to Registration Rights Agreement 







 ANNEX A 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the consummation of the Registered
Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” 

  
 Annex A - 1 








 ANNEX B 

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”


  
 Annex B - 1 








 ANNEX C 

PLAN OF DISTRIBUTION 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer
Registration Statement, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             ,
20             (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. 

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an
“underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 For a period of 180 days after the consummation of the Registered Exchange Offer, the Company will promptly send additional copies of
this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer other
than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 

  
 Annex C - 1 








 ANNEX D 

☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO. 
  

					
	Name:	 	  
	 	
	Address:	 	  
	 	
		 	  
	 	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not
intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities
or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an “underwriter” within the meaning of the Securities Act. 

  
 Annex D - 1 








 ANNEX E 

INITIAL PURCHASERS 
 Merrill Lynch,
Pierce, Fenner & Smith 

                     Incorporated 

J.P. Morgan Securities LLC 
 BMO Capital Markets Corp. 

Citigroup Global Markets Inc. 
 Deutsche Bank Securities Inc. 

Wells Fargo Securities, LLC 
 Lazard Frères & Co.
LLC 
 BBVA Securities Inc. 
 Comerica Securities, Inc. 

Scotia Capital (USA) Inc. 
 Santander Investment Securities Inc.

 U.S. Bancorp Investments, Inc. 
 Barclays Capital Inc. 

BOK Financial Securities, Inc. 
 Coker & Palmer, Inc.

 Goldman, Sachs & Co. 
 Johnson Rice &
Company L.L.C. 
 KeyBanc Capital Markets Inc. 
 KLR Group, LLC

 Ladenburg Thalmann & Co. Inc. 
 Macquarie Capital
(USA) Inc. 
 Seaport Global Securities LLC 
 Wunderlich
Securities, Inc. 

  
 Annex E - 1