EX-4.1



 Exhibit 4.1 

BILL BARRETT CORPORATION, 
 as
Issuer, 
 THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE 1 HERETO 

8.75% Senior Notes due 2025 
  

 
 INDENTURE 

Dated as of April 28, 2017 
  

 
 DEUTSCHE BANK
TRUST COMPANY AMERICAS, 
 as Trustee 








					
	 Trust Indenture

Act Section
	 	 	  	Indenture Section
	310(a)(1)	 		  	13.09
	      (a)(2)	 		  	13.09
	      (a)(3)	 		  	Not Applicable
	      (a)(4)	 		  	Not Applicable
	      (a)(5)	 		  	13.09
	      (b)	 		  	13.08
	311(a)	 		  	13.13
	      (b)	 		  	13.13
	312(a)	 		  	1.11, 702
	      (b)	 		  	14.01
	      (c)	 		  	14.01
	313(a)	 		  	13.15
	      (b)	 		  	13.15
	      (c)	 		  	13.15
	      (d)	 		  	13.15
	314(a)	 		  	4.03
	(a)(4)	 		  	4.16
	(b)	 		  	Not Applicable
	(c)(1)	 		  	14.02
	(c)(2)	 		  	14.03
	(c)(3)	 		  	Not Applicable
	(d)	 		  	Not Applicable
	(e)	 		  	14.03
	315(a)	 		  	13.01
	(b)	 		  	13.02
	(c)	 		  	13.01
	(d)	 		  	13.01
	(e)	 		  	6.11
	Section 316(a)(last sentence)	  	1.10
	(a)(1)(A)	 		  	6.02
	(a)(1)(B)	 		  	6.04
	(a)(2)	 		  	Not Applicable
	(b)	 		  	6.07
	(c)	 		  	2.08
	Section 317(a)(1)	  	6.08
	(a)(2)	 		  	6.09
	(b)	 		  	6.09
	Section 318(a)	  	2.08

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







 TABLE OF CONTENTS 

 

					
	 	 	 	  	 Page

	
	ARTICLE 1
	
	ISSUE AND DESCRIPTION OF NOTES
			
	 Section 1.01
	 	 Designation and Amount; Ranking Payments; Denomination
	  	1
	 Section 1.02
	 	 Form of Notes
	  	2
	 Section 1.03
	 	 Additional Notes
	  	2
	 Section 1.04
	 	 Execution and Authentication
	  	3
	 Section 1.05
	 	 Non-Business Day Payments
	  	3
	 Section 1.06
	 	 Temporary Notes
	  	4
	 Section 1.07
	 	 Mutilated, Destroyed, Lost and Wrongfully Taken Notes
	  	4
	 Section 1.08
	 	 Persons Deemed Owners
	  	4
	 Section 1.09
	 	 Cancellation
	  	5
	 Section 1.10
	 	 Treasury Notes
	  	5
	 Section 1.11
	 	 Holder Lists
	  	5
	
	ARTICLE 2
	
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
			
	 Section 2.01
	 	 Definitions
	  	5
	 Section 2.02
	 	 Other Definitions
	  	47
	 Section 2.03
	 	 [Reserved]
	  	47
	 Section 2.04
	 	 Form of Documents Delivered to Trustee
	  	47
	 Section 2.05
	 	 Acts of Holders; Record Dates
	  	48
	 Section 2.06
	 	 Notices, Etc. to Trustee, Company and Guarantors
	  	50
	 Section 2.07
	 	 Notice to Holders; Waiver
	  	51
	 Section 2.08
	 	 [Reserved]
	  	51
	
	ARTICLE 3
	
	REDEMPTION AND PURCHASES
			
	 Section 3.01
	 	 Optional Redemption; Notices to Trustee
	  	51
	 Section 3.02
	 	 Selection of Notes to Be Redeemed
	  	52
	 Section 3.03
	 	 Notice of Redemption
	  	53
	 Section 3.04
	 	 Effect of Notice of Redemption
	  	53
	 Section 3.05
	 	 Deposit of Redemption Price
	  	54
	 Section 3.06
	 	 Notes Redeemed in Part
	  	54
	 Section 3.07
	 	 No Limit on Other Purchases
	  	54


  
 i 









					
	
	ARTICLE 4
	
	COVENANTS
			
	 Section 4.01
	 	 Payments
	  	54
	 Section 4.02
	 	 Maintenance of Office or Agency
	  	55
	 Section 4.03
	 	 Reports to Holders
	  	56
	 Section 4.04
	 	 Existence
	  	57
	 Section 4.05
	 	 Covenant Suspension
	  	57
	 Section 4.06
	 	 Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock
	  	58
	 Section 4.07
	 	 Limitation on Restricted Payments
	  	59
	 Section 4.08
	 	 Limitation on Asset Sales
	  	64
	 Section 4.09
	 	 Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
	  	67
	 Section 4.10
	 	 Limitation on Liens
	  	70
	 Section 4.11
	 	 Limitation on Transactions with Affiliates
	  	71
	 Section 4.12
	 	 Limitation on Restricted and Unrestricted Subsidiaries
	  	72
	 Section 4.13
	 	 Change of Control
	  	74
	 Section 4.14
	 	 Additional Subsidiary Guarantors
	  	76
	 Section 4.15
	 	 Waiver of Covenants
	  	76
	 Section 4.16
	 	 Statement by Officers as to Default
	  	77
	 Section 4.17
	 	 Money for Notes Payments to Be Held in Trust
	  	77
	
	ARTICLE 5
	
	SUCCESSOR CORPORATION
			
	 Section 5.01
	 	 When Company May Merge or Transfer Assets
	  	77
	 Section 5.02
	 	 When Subsidiary Guarantor May Merge or Consolidate
	  	79
	
	ARTICLE 6
	
	DEFAULTS AND REMEDIES
			
	 Section 6.01
	 	 Events of Default
	  	80
	 Section 6.02
	 	 Acceleration
	  	82
	 Section 6.03
	 	 Other Remedies
	  	83
	 Section 6.04
	 	 Waiver of Past Defaults
	  	83
	 Section 6.05
	 	 Control by Majority
	  	83
	 Section 6.06
	 	 Limitation on Suits
	  	84
	 Section 6.07
	 	 Rights of Holders to Receive Payment
	  	84
	 Section 6.08
	 	 Collection Suit by Trustee
	  	84
	 Section 6.09
	 	 Trustee May File Proofs of Claim
	  	84
	 Section 6.10
	 	 Priorities
	  	85
	 Section 6.11
	 	 Undertaking for Costs
	  	85
	 Section 6.12
	 	 Waiver of Stay or Extension Laws
	  	85









					
	ARTICLE 7
	
	DISCHARGE OF INDENTURE
	
	ARTICLE 8
	
	AMENDMENTS
			
	 Section 8.01
	 	 Without Consent of Holders
	  	87
	 Section 8.02
	 	 With Consent of Holders
	  	88
	 Section 8.03
	 	 Compliance with Trust Indenture Act
	  	90
	 Section 8.04
	 	 Notation on or Exchange of Notes
	  	90
	 Section 8.05
	 	 Trustee to Sign Supplemental Indentures
	  	90
	 Section 8.06
	 	 Effect of Supplemental Indentures
	  	90
	
	ARTICLE 9
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 9.01
	 	 Legal Defeasance and Covenant Defeasance
	  	90
	 Section 9.02
	 	 Conditions to Legal Defeasance or Covenant Defeasance
	  	91
	 Section 9.03
	 	 Application of Trust Money
	  	93
	 Section 9.04
	 	 Repayment to the Company
	  	93
	 Section 9.05
	 	 Reinstatement
	  	94
	
	ARTICLE 10
	
	PAYMENT OF INTEREST
			
	 Section 10.01
	 	 Payment of Interest
	  	94
	 Section 10.02
	 	 Defaulted Interest
	  	94
	 Section 10.03
	 	 Interest Rights Preserved
	  	95
	
	ARTICLE 11
	
	SUBSIDIARY GUARANTEES
			
	 Section 11.01
	 	 The Guarantee
	  	95
	 Section 11.02
	 	 Obligations Unconditional
	  	95
	 Section 11.03
	 	 Reinstatement
	  	97
	 Section 11.04
	 	 Subrogation; Subordination
	  	97
	 Section 11.05
	 	 Remedies
	  	97
	 Section 11.06
	 	 Instrument for the Payment of Money
	  	97
	 Section 11.07
	 	 Continuing Guarantee
	  	97
	 Section 11.08
	 	 General Limitation on Guarantee Obligations
	  	97









					
	 Section 11.09
	 	 Right of Contribution
	  	98
	 Section 11.10
	 	 Release
	  	98
	
	ARTICLE 12
	
	TRANSFER AND EXCHANGE
			
	 Section 12.01
	 	 Transfer and Exchange of Global Notes
	  	99
	 Section 12.02
	 	 Transfer and Exchange of Beneficial Interests in the Global Notes
	  	100
	 Section 12.03
	 	 Transfer or Exchange of Beneficial Interests for Definitive Notes
	  	102
	 Section 12.04
	 	 Transfer and Exchange of Definitive Notes for Beneficial Interests
	  	105
	 Section 12.05
	 	 Transfer and Exchange of Definitive Notes for Definitive Notes
	  	107
	 Section 12.06
	 	 Exchange Offer
	  	108
	 Section 12.07
	 	 Legends
	  	109
	 Section 12.08
	 	 Cancellation and/or Adjustment of Global Notes
	  	111
	 Section 12.09
	 	 General Provisions Relating to Transfers and Exchanges
	  	111
	
	ARTICLE 13
	
	THE TRUSTEE
			
	 Section 13.01
	 	 Certain Duties and Responsibilities
	  	112
	 Section 13.02
	 	 Notice of Defaults
	  	113
	 Section 13.03
	 	 Certain Rights of Trustee
	  	113
	 Section 13.04
	 	 Not Responsible for Recitals or Issuance of Notes
	  	115
	 Section 13.05
	 	 May Hold Securities
	  	115
	 Section 13.06
	 	 Money Held in Trust
	  	115
	 Section 13.07
	 	 Compensation and Reimbursement
	  	115
	 Section 13.08
	 	 Conflicting Interests
	  	116
	 Section 13.09
	 	 Corporate Trustee Required; Eligibility
	  	116
	 Section 13.10
	 	 Resignation and Removal; Appointment of Successor
	  	117
	 Section 13.11
	 	 Acceptance of Appointment by Successor
	  	118
	 Section 13.12
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	119
	 Section 13.13
	 	 Preferential Collection of Claims Against Company
	  	119
	 Section 13.14
	 	 Appointment of Authenticating Agent
	  	119
	 Section 13.15
	 	 Reports by Trustee
	  	120
	
	ARTICLE 14
	
	MISCELLANEOUS
			
	 Section 14.01
	 	 Communication by Holders with Other Holders
	  	121
	 Section 14.02
	 	 Certificate and Opinion as to Conditions Precedent
	  	121
	 Section 14.03
	 	 Statements Required in Certificate or Opinion
	  	121
	 Section 14.04
	 	 Separability Clause
	  	121
	 Section 14.05
	 	 Governing Law
	  	121









					
	 Section 14.06
	 	 No Liability for Certain Persons
	  	122
	 Section 14.07
	 	 Patriot Act
	  	122
	 Section 14.08
	 	 Successors
	  	122
	 Section 14.09
	 	 Table of Contents; Headings
	  	122
	 Section 14.10
	 	 Multiple Originals
	  	122
	 Section 14.11
	 	 [Reserved]
	  	122
	 Section 14.12
	 	 [Reserved]
	  	122
	 Section 14.13
	 	 No Security Interest Created
	  	122
	 Section 14.14
	 	 Trust Indenture Act
	  	122
	 Section 14.15
	 	 Benefits of Indenture
	  	122
	 Section 14.16
	 	 No Adverse Interpretation of Other Agreement
	  	123
	 Section 14.17
	 	 Notices
	  	123
	 Section 14.18
	 	 Force Majeure
	  	124
	 Section 14.19
	 	 Waiver of Jury Trial
	  	124
			
	 Schedule 1
	 	 Subsidiary Guarantors
	  	1-1
	 Exhibit A
	 	 Form of Note
	  	A-1
	 Exhibit B
	 	 Form of Supplemental Indenture
	  	B-1
	 Exhibit C
	 	 Form of Certificate of Exchange
	  	C-1
	 Exhibit D
	 	 Form of Certificate of Transfer
	  	D-1








 INDENTURE, dated as of April 28, 2017, among Bill Barrett Corporation, a Delaware corporation
(the “Company”), the Guarantors (as defined hereinafter) and Deutsche Bank Trust Company Americas, a New York State banking corporation, as trustee (the “Trustee”). The Company, the Guarantors and the Trustee agree
as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined hereinafter) of the 8.75% Senior Notes due 2025 (the “Notes”). 

ARTICLE 1 
 ISSUE AND
DESCRIPTION OF NOTES 
 Section 1.01 Designation and Amount; Ranking Payments; Denomination. The Notes are hereby
established and shall be designated as the “8.75% Senior Notes due 2025.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The Company may, and shall be entitled to, from
time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of
Notes as “Additional Notes” under this Indenture. 
 Payments of the principal of and interest on the Notes shall be made
in U.S. Dollars, and the Notes shall be denominated in U.S. Dollars and in amounts of at least $2,000 and integral multiples of $1,000 in excess thereof. The Place of Payment where the principal of and any other payments due on the Notes are payable
shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. 

Initially, Deutsche Bank Trust Company Americas will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or
Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or
co-registrar. 
 The Company shall pay interest (a) on any Notes in certificated form by check
mailed to the address of the Person entitled thereto as it appears in the Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer
in immediately available funds to such Person’s account at a bank in New York City, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder
notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. 

The Notes shall be guaranteed by each of the Subsidiary Guarantors pursuant to Article 11 and by any additional Restricted Subsidiaries
that become Subsidiary Guarantors after the Issue Date in accordance with Section 4.14 . 
 No Guarantee nor any
notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note. 

  
 1 








 Section 1.02 Form of Notes.  

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form set forth in
Exhibit A hereto, which is incorporated in and made a part of this Indenture. 
 Any of the Notes may have such letters, numbers
or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this
Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for
issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. 
 The
terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 
 (b) Global Notes. Notes issued
in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially
in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be
specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made
by the Trustee in accordance with instructions given by the Holder thereof as required by Article 12 hereof. 
 Section 1.03
Additional Notes. 
 (a) With respect to any Additional Notes, there shall be (a) established in or pursuant to a Board
Resolution and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental to the Indenture, prior to the issuance of such Additional Notes: 

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture; 

(2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue and the
first interest payment date therefor; and 
 (3) if applicable, that such Additional Notes shall be issuable in whole or in
part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be 

  
 2 








 
borne by such Global Notes in addition to or in lieu of those called for by Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Exhibit A in which
any such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Notes in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or
a nominee thereof. 
 (b) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, a copy
thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental to the Indenture setting forth the terms of the Additional Notes. 

(c) The Initial Notes and any Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders
of the Initial Notes and any Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or any Additional Notes shall have the right
to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 
 Section 1.04
Execution and Authentication. 
 The Notes shall be executed on behalf of the Company by its Chairman of the Board, President
or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Notes
may be manual or facsimile. 
 Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of
the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of such Notes. 
 A Note will not be valid until authenticated by the manual signature of the
Trustee. Such signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon
receipt of a written order of the Company signed by an officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The Trustee may
appoint an Authenticating Agent acceptable to the Company to authenticate Notes in accordance with Section 13.14. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by any such Authenticating Agent. An Authenticating Agent has the same rights as the Trustee to interact with Holders or an Affiliate of the Company. 

Section 1.05 Non-Business Day Payments. If any Interest Payment Date, the Stated
Maturity, any Redemption Date, any Net Proceeds Offer Payment Date or any Change of Control Payment Date falls on a day that is not a Business Day, then the required payment or delivery will be made on the next succeeding Business Day with the same
force and effect as if made on the date 

  
 3 








 
that the payment or delivery was due, and no additional interest will accrue on that required payment or delivery for the period from and after the Interest Payment Date, Stated Maturity,
Redemption Date, Net Proceeds Offer Payment Date or Change of Control Payment Date, as the case may be, to that next succeeding Business Day. 

Section 1.06 Temporary Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as
may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 

Section 1.07 Mutilated, Destroyed, Lost and Wrongfully Taken Notes. If (a) any mutilated Note is surrendered to the Trustee
or (b) both (i) there shall be delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction, loss or wrongful taking of any Note of such Holder and a request thereby for a new replacement Note, and (B) such
indemnity bond as may be required by them to save each of them and any agent of either of them harmless and (ii) such other reasonable requirements as may be imposed by the Company as permitted by
Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a “protected purchaser” within
the meaning of Section 8-405 of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or
wrongfully taken Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously Outstanding. 
 In case any
such mutilated, destroyed, lost or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. 

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

Every new Note issued pursuant to this Section in lieu of any destroyed, lost or wrongfully taken Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes. 
 Section 1.08
Persons Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Company, any Guarantor and the Trustee and any agent of the 

  
 4 








 
Company, any Guarantor or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and
(subject to Article 10) any interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, any Guarantor, the Trustee nor any agent of the Company, any Guarantor or the Trustee shall
be affected by notice to the contrary. 
 Section 1.09 Cancellation. All Notes surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder
which the Company has not issued and sold, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Notes held by the Trustee shall be disposed of according to the Trustee’s customary cancellation procedures; provided, however, that the Trustee shall not be required to destroy such canceled
Notes. 
 Section 1.10 Treasury Notes. In determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be
considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee actually knows are so owned will be so
disregarded. 
 Section 1.11 Holder Lists. The Trustee will preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of the Notes and the Company
shall otherwise comply with Trust Indenture Act Section 312(a). 
 ARTICLE 2 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 2.01 Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 144A. 

  
 5 








 “Acquired Indebtedness” means Indebtedness or Preferred Stock of a Person or any
of its Subsidiaries (1) existing at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries or (2) which becomes Indebtedness or Preferred Stock
of the Company or a Restricted Subsidiary in connection with the acquisition of assets from such Person, in each case not incurred in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such
acquisition, merger or consolidation. 
 “Acquired Subordinated Indebtedness” means Indebtedness of the Company or any
Subsidiary Guarantor that (i) is subordinated or junior in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, as the case may be, (ii) constitutes Acquired Indebtedness and (iii) was not incurred
in connection with, or in contemplation of, another Person merging with or into, or becoming a Restricted Subsidiary of, the Company or any of its Subsidiaries. 

”Adjusted Consolidated Net Tangible Assets” or “ACNTA” of a Person means (without duplication), as of the
date of determination: 
 (1) the sum of: 

(a) discounted future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries, calculated
in accordance with Commission guidelines (before any state or federal or other income tax), as estimated by a nationally recognized firm of independent petroleum engineers or the Company in a reserve report prepared by the Company’s petroleum
engineers as of a date no earlier than the date of the Company’s latest annual consolidated financial statements, as increased by, as of the date of determination, the estimated discounted future net revenues from: 

(i) estimated proved oil and gas reserves acquired by the Company and its Restricted Subsidiaries since the date of such year-end reserve report; and 
 (ii) estimated oil and gas reserves attributable to
extensions, discoveries and other additions and upward revisions of estimates of proved oil and gas reserves since the date of such year-end reserve report due to exploration, development or exploitation,
production and other activities, which reserves were not reflected in such reserve report which would, in accordance with standard industry practice, result in such determinations, 

  
 6 








 in each of cases (i) and (ii) calculated in accordance with Commission guidelines (utilizing
the prices utilized in such year-end reserve report), and decreased by, as of the date of determination, the estimated discounted future net revenues from: 

(iii) estimated proved oil and gas reserves produced or disposed of since the date of such
year-end reserve report; and 
 (iv) estimated oil and gas reserves attributable to
downward revisions of estimates of proved oil and gas reserves since the date of such year-end reserve report due to changes in geological conditions, exploration, development or exploitation, production or
other activities conducted since the date of such reserve report or other factors which would, in accordance with standard industry practice, cause such revisions, 

in each of cases (iii) and (iv) calculated in accordance with Commission guidelines (utilizing the prices utilized in such year-end reserve report) and, in the case of each of clauses (i), (ii), (iii) and (iv), as estimated by the Company’s petroleum engineers or any independent petroleum engineers engaged by the Company for that
purpose; plus 
 (b) the capitalized costs that are attributable to oil and gas properties of the Company and its
Subsidiaries to which no proved oil and gas reserves are attributable, based on the Company’s books and records as of a date no earlier than the date of the Company’s most recent annual or quarterly financial statements; plus 

(c) the Net Working Capital on a date no earlier than the date of the Company’s most recent consolidated annual or
quarterly financial statements; plus 
 (d) with respect to each other tangible asset of the Company or its
consolidated Restricted Subsidiaries specifically including, but not to the exclusion of any other qualifying tangible assets, the Company’s or its consolidated Restricted Subsidiaries’ gas gathering and processing facilities, land,
equipment, leasehold improvements, investments carried on the equity method, restricted cash and the carrying value of marketable securities, the greater of (i) the net book value of such other tangible asset on a date no earlier than the date
of the Company’s most recent consolidated annual or quarterly financial statements and (ii) the appraised value, as estimated by independent appraisers, of such other tangible assets of the Company and its Restricted Subsidiaries
(provided that the Company may rely on subclause (i) of this clause (d) if no appraisal is available or has been obtained), as of a date no earlier than the date of the Company’s latest audited financial statements;
minus 
 (2) minority interests and, to the extent not otherwise taken into account in determining Adjusted
Consolidated Net Tangible Assets, any net natural gas balancing liabilities of the Company and its consolidated Restricted Subsidiaries reflected in the Company’s latest audited financial statements. 

In addition to, but without duplication of, the foregoing, for purposes of this definition, “Adjusted Consolidated Net Tangible
Assets” shall be calculated after giving effect, on a pro  

  
 7 








 
forma basis, to (A) any Investment not prohibited by this Indenture, to and including the date of the transaction giving rise to the need to calculate Adjusted Consolidated Net
Tangible Assets (the “Assets Transaction Date”), in any other Person that, as a result of such Investment, becomes a Restricted Subsidiary of the Company, (B) the acquisition, to and including the Assets Transaction Date (by
merger, consolidation or purchase of stock or assets), of any business or assets, including, without limitation, Permitted Industry Investments, and (C) any sales or other dispositions of assets permitted by this Indenture (other than sales of
Hydrocarbons or other mineral products in the ordinary course of business) occurring on or prior to the Assets Transaction Date. If the Company changes its method of accounting from the successful efforts method to the full costs method or a similar
method of accounting, “ACNTA” will continue to be calculated as if the Company were still using the successful efforts method of accounting. 

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing. 

“Affiliate Transaction” has the meaning set forth under Section 4.11. 

“Applicable Procedures” means the customary procedures of the depository institution relevant to the situation at hand. 

“Asset Acquisition” means (1) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to
which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary, or (2) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person (other than a
Restricted Subsidiary) which constitute all or substantially all of the assets of such Person or comprise any division, operating unit, segment, business, group of related assets or line of business of such Person. 

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, exchange, lease (other than operating leases
entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted
Subsidiary of: 
 (1) any Capital Stock of any Restricted Subsidiary; or 

(2) any other property or assets (including any interests therein) (other than cash or Cash Equivalents) of the Company or any
Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction; provided, however, that Asset Sales shall not include: 

(a) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a
transaction which is (i) made in compliance with the provisions of Article 5 or (ii) subject to the provisions of Section 4.13; 

  
 8 








 (b) any Investment in an Unrestricted Subsidiary which is made in compliance with
the provisions of Section 4.07; 
 (c) disposals, abandonments or replacements of damaged,
unserviceable, worn-out or other obsolete equipment or assets that are no longer useful in the conduct of the Crude Oil and Natural Gas Business of the Company and its Restricted Subsidiaries; 

(d) the sale, lease, conveyance, disposition or other transfer (each, a “Transfer”) by the Company or any
Restricted Subsidiary of assets or property, or the issuance or sale of Capital Stock by a Restricted Subsidiary, to the Company or one or more Restricted Subsidiaries; 

(e) any disposition or other Transfer of Hydrocarbons or other mineral products in the ordinary course of business or the
Transfer of equipment, inventory, products, services, accounts receivable or other assets in the ordinary course of business; 

(f) any Transfer of an interest in an oil, gas or mineral property, pursuant to a
farm-out, farm-in, joint operating, overriding royalty interest, area of mutual interest or unitization agreement, or other similar or customary arrangement or agreement
that the Company or any Restricted Subsidiary determines in good faith to be necessary or appropriate for the economic development of such Property other than Production Payments and Reserve Sales; 

(g) surrender or waiver of contract rights, oil and gas leases or property related thereto, abandonment of any oil or gas
property or interests therein or the settlement, release or surrender of contract, tort or other claims of any kind; 
 (h)
any disposition of defaulted receivables that have been written-off as uncollectible that arose in the ordinary course of business for collection; 

(i) any Asset Swap; 

(j) the Transfer by the Company or any Restricted Subsidiary of assets or property in any single transaction or series of
related transactions that involve assets or properties having a Fair Market Value (valued at the Fair Market Value of such assets or property at the time of such Transfer) not to exceed $20.0 million; 

(k) a Restricted Payment that does not violate Section 4.07 or a Permitted Investment (including,
without limitation, unwinding any Commodity Agreements, Interest Rate Agreements or Currency Agreements); 
 (l) any
Production Payments and Reserve Sales; provided that any such Production Payments and Reserve Sales, other than incentive compensation programs on terms that are reasonably customary in the Crude Oil and Natural


  
 9 








 
Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, shall have been created, incurred, issued, assumed or Guaranteed in
connection with the acquisition or financing of, and within 60 days after the acquisition of, the property that is subject thereto; 

(m) the disposition (whether or not in the ordinary course of the Crude Oil and Natural Gas Business) of oil or gas properties
or direct or indirect interests in real property; provided that at the time of such sale or transfer such properties do not have associated with them any proved reserves; 

(n) the farm-out, lease or sublease of developed or undeveloped crude oil or natural
gas properties owned or held by the Company or such Restricted Subsidiary in exchange for crude oil and natural gas properties owned or held by another Person; 

(o) the creation or perfection of a Lien (but not, except to the extent contemplated in clause (p) below, the sale or
other disposition of the properties or assets subject to such Lien); 
 (p) the creation or perfection of a Permitted Lien
and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien; 

(q) the licensing or sublicensing of intellectual property, including, without limitation, licenses for seismic data, in the
ordinary course of business and which do not materially interfere with the business of the Company and its Restricted Subsidiaries; and 

(r) the disposition of oil and natural gas properties in connection with tax credit transactions complying with Section 29
of the Internal Revenue Code or any successor or analogous provisions of the Internal Revenue Code. 
 “Asset Swap” means
any trade or exchange by the Company or any Restricted Subsidiary of oil and gas properties or other properties or other assets for oil and gas properties or other properties or assets owned or held by another Person; provided that the Fair
Market Value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (together with any cash) is reasonably equivalent to the Fair Market Value of the properties or assets (together with any cash) to be received
by the Company or such Restricted Subsidiary; provided, further, that any Net Cash Proceeds received must be applied in accordance with Section 4.08. 

“Authenticating Agent” means, when used with respect to Notes, any Person authorized by the Trustee in accordance with
Section 13.14 to act on behalf of the Trustee to authenticate Notes. 
 “Bankruptcy Law” means
title 11, U.S. Code or any similar federal or state law for the relief of debtors. 

  
 10 








 “Board of Directors” means, as to any Person, the board of directors (or similar
governing body) of such Person or any duly authorized committee thereof including, in the case of a limited partnership, the board of directors of the managing general partner thereof. 

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant
Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Borrowing Base” means the “Borrowing Base” as defined in and as determined from time to time pursuant to the
Senior Credit Facility; provided that the Borrowing Base under such Credit Facility is determined on a basis substantially consistent with customary terms for oil and gas secured reserve based loan transactions and has a lender group that includes
one or more commercial financial institutions which engage in oil and gas reserve based lending in the ordinary course of their respective businesses. 

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 

“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banking institutions in the
City of New York are required or authorized by law or other governmental action to be closed. 
 “Capital Stock” means:

 (1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person and including any warrants, options or rights to acquire any of the foregoing and instruments convertible into
any of the foregoing; 
 (2) with respect to any Person that is not a corporation, any and all partnership, membership or
other equity interests of such Person; and 
 (3) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person, 
 but excluding from all of the foregoing clauses (1), (2)
and (3) any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Capitalized Lease Obligation” means, as to any Person, an obligation that is required to be classified and accounted for as
a capital lease for financial reporting purposes in accordance with GAAP (other than any obligation that is required to be classified and accounted for as an operating lease for financial reporting purposes in accordance with GAAP as in effect on
the Issue Date), and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the stated maturity thereof shall be the date of the last payment of rent or
any other amount due under such 

  
 11 








 
lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a Capitalized Lease
Obligation will be deemed to be secured by a Lien on the property being leased. 
 “Cash Equivalents” means: 

(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; 

(2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody’s; 

(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from Moody’s or S&P; 
 (4) certificates of deposit or bankers’
acceptances maturing within one year from the date of acquisition thereof or demand deposit accounts and Eurodollar time deposits and overnight bank deposits issued by any bank organized under the laws of the United States of America or any state
thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $100 million; 

(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses
(1) or (2) above entered into with any bank meeting the qualifications specified in clause (4) above; 
 (6)
deposits in money market funds investing in instruments of the type specified in clauses (1) through (5) above; and 

(7) money market mutual or similar funds having assets in excess of $100 million. 

“Change of Control” means the occurrence of one or more of the following events: (a) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or Group (each, a “Transferee”) as such terms are used in Section 13(d) and 14(d) of the
Exchange Act (whether or not otherwise in compliance with the provisions of this Indenture), but excluding any such sale, lease, exchange or other transfer as part of a transaction in compliance with Article 5 if the owners of the Capital
Stock of the Company immediately prior to such transaction own at least a majority of the Capital Stock of such Transferee immediately after such transaction by economic or voting interest; (b) the approval by the Company of any plan or
proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the 

  
 12 








 
Indenture); (c) any Person or Group shall become the beneficial owner (as defined in Rule 13d-3 of the Exchange Act, except that a Person or Group shall be
deemed to be a beneficial owner of all securities such Person or Group shall have the right to acquire or vote within one year), directly or indirectly, of Capital Stock representing more than 50% of the aggregate total ordinary voting power
represented by the issued and outstanding Capital Stock of the Company; or (d) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such period with directors who shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members
of such Board of Directors at the Issue Date or whose election as a member of such Board of Directors was previously so approved. 

“Change of Control Offer” has the meaning set forth in Section 4.13. 

“Change of Control Payment Date” has the meaning set forth in Section 4.13. “Commission” means
the Securities and Exchange Commission. 
 “Commodity Agreements” means, with respect to any Person, any futures contract,
forward contract, commodity swap agreement, commodity option agreement, hedging agreements and other agreements or arrangements or any combination thereof entered into by such Person in respect of Hydrocarbons purchased, used, produced, processed or
sold by such Person or its Subsidiaries that are customary in the Crude Oil and Natural Gas Business and that are designed to manage the risks of Hydrocarbon price fluctuations. 

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes
of such common stock. 
 “Company” means the party named as such in this Indenture until a successor replaces it pursuant
to the applicable provisions hereof and, thereafter, means the successor. 
 “Company Properties” means all Properties, and
equity, partnership or other ownership interests therein, that are related or incidental to, or used or useful in connection with, the conduct or operation of any business activities of the Company or the Subsidiaries, which business activities are
not prohibited by the terms of this Indenture. 
 “Company Request” or “Company Order” means a written
request or order signed in the name of the Company by any two of the following: a Chairman of the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary of the
Company, or any other officer or officers of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time. 

“Comparable Treasury Issue” means, with respect to Notes to be redeemed, the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity most nearly equal to the period from the redemption date to June 15, 2020, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities; provided if such period is less than one year, then the U.S. Treasury security having a maturity of one year shall be used. 

  
 13 








 “Comparable Treasury Price” means, with respect to any redemption date,
(1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. 
 “Consolidated EBITDAX” means,
for any period, the sum (without duplication) of: 
 (1) Consolidated Net Income; and 

(2) to the extent Consolidated Net Income has been reduced thereby: 

(a) all income taxes of the Company and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;

 (b) Consolidated Interest Expense; 

(c) the amount of any Preferred Stock dividends paid by the Company and its Restricted Subsidiaries; and 

(d) Consolidated Non-cash Charges or consolidated exploration expense, 

less any non-cash items increasing Consolidated Net Income for such period, all as determined on a consolidated
basis for the Company and its Restricted Subsidiaries in accordance with GAAP. 
 “Consolidated EBITDAX Coverage Ratio”
means, with respect to the Company, the ratio of (i) Consolidated EBITDAX of the Company during the four full fiscal quarters for which financial information in respect thereof is available (the “Four Quarter Period”) ending on
or prior to the date of the transaction giving rise to the need to calculate the Consolidated EBITDAX Coverage Ratio (the “Transaction Date”) to (ii) Consolidated Fixed Charges of the Company for the Four Quarter Period. In
addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDAX” and “Consolidated Fixed Charges” shall be calculated after giving effect (without duplication) on a pro forma
basis for the period of such calculation to: 
 (1) the incurrence or repayment of any Indebtedness or issuance of
Preferred Stock of the Company or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or issuance of other Preferred
Stock (and the application of the proceeds thereof), other than the incurrence or repayment of indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter
Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of
the Four Quarter Period; and 

  
 14 








 (2) any Asset Sales (and the application of the proceeds thereof) or Asset
Acquisitions by the Company or any Restricted Subsidiary (or by any Person acquired by the Company or any Restricted Subsidiary) (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of
the Company or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring Acquired Indebtedness, and also including, without limitation, any Consolidated EBITDAX
attributable to the assets which are the subject of the Asset Acquisition or Asset Sale (and the application of the proceeds thereof) during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day
of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale (and the application of the proceeds thereof) or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness)
occurred on the first day of the Four Quarter Period. 
 For purposes of this definition, (a) any Person that is a Restricted
Subsidiary on the Transaction Date will be deemed to have been a Restricted Subsidiary at all times during the Four Quarter Period; and (b) any Person that is not a Restricted Subsidiary on the Transaction Date will be deemed not to have been a
Restricted Subsidiary at any time during the Four Quarter Period. If the Company or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding paragraph shall give effect to the incurrence of
such guaranteed Indebtedness as if the Company or the Restricted Subsidiary, as the case may be, had directly incurred or otherwise assumed such guaranteed Indebtedness. 

For purposes of this definition, whenever pro forma effect is to be given to an acquisition or disposition of assets or any other event
in connection with any calculation, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions and any pro forma
expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial officer of the Company (regardless of whether those cost savings or operating improvements could then be
reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any regulation or policy of the Commission related thereto)). 

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this
“Consolidated EBITDAX Coverage Ratio”: 
 (1) interest on outstanding Indebtedness determined on a fluctuating
basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; 

(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and 

(3) notwithstanding clauses (1) and (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent
such interest is covered by agreements relating to Interest Rate Agreements, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. 

  
 15 








 “Consolidated Fixed Charges” means, with respect to the Company for any period,
the sum, without duplication, of: 
 (1) Consolidated Interest Expense (including any premium or penalty paid in connection
with redeeming or retiring Indebtedness of the Company and its Restricted Subsidiaries prior to the stated maturity thereof pursuant to the agreements governing such Indebtedness), plus 

(2) the amount of all dividend payments on any series of Preferred Stock of the Company or any Restricted Subsidiary (other
than dividends paid in Qualified Capital Stock and other than to the Company or any Restricted Subsidiary) paid, accrued or scheduled to be paid or accrued during such period. 

“Consolidated Interest Expense” means, with respect to the Company for any period, the sum of, without duplication: 

(1) the aggregate of the interest expense of the Company and its Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, including without limitation, (a) any amortization of original issue discount and debt issuance cost, (b) the net costs, losses or gains under Interest Rate Agreements, (c) all capitalized
interest, and (d) the interest portion of any deferred payment obligation, plus 
 (2) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Restricted Subsidiaries during such period, as determined on a consolidated basis in accordance with GAAP, minus 

(3) to the extent included above, write-off of deferred financing costs and interest
attributable to Dollar-Denominated Production Payments. 
 “Consolidated Net Income” means, with respect to the Company for
any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom: 

(1) any net after-tax gains (or losses) from Asset Sales or abandonments or reserves
relating thereto; 

  
 16 








 (2) any net after-tax extraordinary or
nonrecurring gains (or losses) and any net after-tax gain or loss realized upon the sale or other disposition of any Capital Stock of any Person; 

(3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income is restricted by charter, contract, operation of law or otherwise; 

(4) the net income of any Person in which the Company has an interest, other than a Restricted Subsidiary, except to the extent
of cash dividends or distributions actually paid to the Company or to a Restricted Subsidiary by such Person (and provided that the Company’s equity in a net loss of any such Person for such period shall not be included in determining
such Consolidated Net Income, except to the extent of the aggregate cash actually contributed to such Person by the Company or a Restricted Subsidiary during such period); 

(5) (a) any net after-tax income or loss attributable to discontinued operations
(including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued) and (b) any income or loss attributable to any Person acquired in any pooling-of-interests transaction for any period prior to the date of such acquisition; 

(6) in the case of a successor to the Company by consolidation or merger or as a transferee of the Company’s assets, any
net income (or loss) of the successor corporation prior to such consolidation, merger or transfer of assets; 
 (7) any non-cash charges related to a ceiling test write-down under GAAP; 
 (8) any unrealized non-cash gains or losses or charges in respect of Interest Rate Agreements, Currency Agreements or Commodity Agreements (including those resulting from the application of SFAS 133); 

(9) any non-cash compensation charge arising from any grant of stock, stock options or
other equity-based awards, in accordance with GAAP; 
 (10) any consolidated non-cash
gains or losses arising from changes in GAAP standards or principles after the Issue Date or the cumulative effect thereof; 

(11) all net income or loss of Unrestricted Subsidiaries; 

(12) any asset (including goodwill) impairment or writedown on or related to Crude Oil and Natural Gas Properties or other non-current assets under applicable GAAP or Commission guidelines; and 
 (13) any non-cash or nonrecurring charges associated with any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection
with redeeming or retiring any Indebtedness prior to maturity. 

  
 17 








 “Consolidated Net Worth” means, with respect to any specified Person as of any
date, the sum of: 
 (1) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries
as of such date; plus 
 (2) the respective amounts reported on such Person’s balance sheet as of such date with
respect to any series of Preferred Stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration
and payment, but only to the extent of any cash received by such Person upon issuance of such Preferred Stock. 
 “Consolidated Non-cash Charges” means, with respect to the Company, for any period, the aggregate depreciation, depletion, amortization, impairment and other non-cash charges or
expenses of the Company and its Restricted Subsidiaries reducing Consolidated Net Income of the Company for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve
for cash charges for any future period). 
 “consolidation” means, with respect to any Person, the consolidation of the
accounts of the Restricted Subsidiaries of such Person with those of such Person, all in accordance with GAAP; provided, however, that “consolidation” will not include consolidation of the accounts of any Unrestricted
Subsidiary of such Person with the accounts of such Person. The term “consolidated” has a correlative meaning to the foregoing. 

“Corporate Trust Office” means the designated office of the Trustee in New York, New York at which at any particular time its
corporate trust business shall be administered and which, at the date hereof, is located at 60 Wall Street, 16th Floor, MSNYC60-1630, New York, NY 10005, Attention: Trust and Agency Services, or
at such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee. 

“Covenant Defeasance” has the meaning set forth under Article 9. 

“Credit Facilities” means, with respect to the Company or any Restricted Subsidiary, one or more debt facilities (or other
financing arrangement (including, without limitation, the Senior Credit Facility, commercial paper facilities, letters of credit facilities, bankers’ acceptances or indentures), in each case with banks or other institutional lenders that engage
in making bank loans or similar extensions of credit in the ordinary course, providing for revolving credit loans, term loans, letters of credit, bankers’ acceptances or other borrowings, in each case, as amended, restated, modified, renewed,
extended, refunded, replaced (whether upon or after termination or otherwise) or refinanced (in each case, without limitation as to amount), in whole or in part, from time to time; provided that any Credit Facility includes assignment provisions
substantially similar to the assignment provisions contained in the Senior Credit Facility as in effect on the date of the Indenture. 

  
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 “Crude Oil and Natural Gas Business” means: 

(1) the acquisition, exploration, exploitation, development, operation, production, hedging, swapping and disposition of
interests in oil, natural gas and other Hydrocarbon properties and assets; 
 (2) the gathering, marketing, treating,
processing, storage, refining, hedging, swapping, selling and transporting of any production from such interests, properties or assets (or interests, properties or assets of others) and products produced in association therewith; and 

(3) activities arising from, relating to or necessary, appropriate, ancillary, complementary or incidental to the foregoing.

 “Crude Oil and Natural Gas Properties” means all Properties, including equity or other ownership interests therein,
owned by any Person which contain or have been assigned “proved oil and gas reserves,” as defined in Rule 4-10 of Regulation S-X of the Securities Act. 

“Crude Oil and Natural Gas Related Assets” means any Investment or capital expenditure (but not including additions to
working capital or repayments of any revolving credit or working capital borrowings) by the Company or any Subsidiary of the Company which is related to the business of the Company and its Subsidiaries as it is conducted on the date of the Asset
Sale giving rise to the Net Cash Proceeds to be reinvested. 
 “Currency Agreement” means, with respect to any Person, any
foreign exchange contract, currency swap agreement, currency futures contract, currency option contract or other similar agreement or arrangement to which such Person is a party or beneficiary. 

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both
would be, an Event of Default. 
 “Defeasance” means Covenant Defeasance or Legal Defeasance. 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in
accordance with Article 12 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in the form of
one or more Global Securities, a clearing agency that is designated to act as depositary of the Notes as contemplated by Section 1.01 and specified in Section 2.05 as the Depositary with respect to the Notes and any and all successors
thereto appointed as Depositary hereunder and having become such pursuant to this Indenture. 
 “Disqualified Stock” means
that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than redeemable
only for Capital Stock of such Person that is not itself Disqualified Stock) or is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock, pursuant to a sinking fund obligation or otherwise, or is mandatorily
redeemable at the sole option of the 

  
 19 








 
holder thereof (other than redeemable only for Capital Stock of such Person that is not itself Disqualified Stock) or is convertible or exchangeable at the option of the holder for Indebtedness
or Disqualified Stock, in whole or in part, in either case, on or prior to the final stated maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the final stated maturity of the Notes shall not
constitute Disqualified Stock if: 
 (1) the “asset sale” or “change of control” provisions applicable to
such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under Sections 4.08 and 4.13; and 

(2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the
purchase of any Notes tendered pursuant thereto (or concurrently therewith; provided that all of the Notes validly tendered for purchase and not withdrawn pursuant to the requirements described under Section 4.08 or
4.13 are so purchased). 
 The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price
will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture;
provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified
Stock as reflected in the most recent financial statements of such Person. 
 “Dollar-Denominated Production Payment” means
production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith. 

“Equity Offering” means an offering of Qualified Capital Stock of the Company, including any Public Equity Offerings and any
nonpublic, unregistered offering or private placement of such Qualified Capital Stock, or any contribution to capital of the Company in respect of Qualified Capital Stock of the Company. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. 

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 12.06 hereof. 

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.  

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

  
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 “Fair Market Value” means, with respect to any asset or property, the price
which would be paid in an arm’s-length, free market transaction, for cash, between an informed and willing seller and an informed and willing buyer, neither of whom is under undue pressure or compulsion
to complete the transaction. Unless otherwise provided in this Indenture, (i) Fair Market Value of an asset or property in excess of $20 million shall be determined in good faith by the Board of Directors of the Company, and shall be
evidenced by a Board Resolution, and (ii) any lesser Fair Market Value shall be determined by the principal financial officer or principal accounting officer of the Company acting in good faith, which determination, in the case of clause
(i) or (ii) will be conclusive for all purposes under this Indenture. 
 “Fall-Away Period” has the meaning set forth
in Section 4.05. 
 “Foreign Subsidiary” means a Restricted Subsidiary not organized or existing
under the laws of the United States of America or any state or territory thereof and any direct or indirect subsidiary of such Restricted Subsidiary, and in each such case, as of its most recently available balance sheet date, at least 50% of the
tangible assets of which were not located in the United States of America or any state or territory thereof. 
 “GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in: 

(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants; 
 (2) statements and pronouncements of the Financial Accounting Standards Board; 

(3) such other statements by such other entity as approved by a significant segment of the accounting profession; and 

(4) the rules and regulations of the Commission governing the inclusion of financial statements (including pro forma
financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the
Commission. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, issued in accordance with Section 1.02 and Article 12 hereof. 
 “Global
Note Legend” means the legend set forth in Section 12.07(b) hereof, which is required to be placed on all Global Notes issued under this Indenture. 

“Guarantee” means a guarantee of Notes by a Guarantor as contemplated by Article 11. 

  
 21 








 “guarantee” means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any Person and any 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 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 thereof or 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 or any obligation to the extent it is payable only in Qualified Capital Stock. The term
“guarantee” used as a verb has a corresponding meaning. 
 “Guarantor” means any Subsidiary of the Company
that Guarantees the Company’s obligations under the Indenture and the Notes in accordance with the provisions of this Indenture, until such Guarantee has been released in accordance with the provisions of this Indenture. 

“Guarantor Request” or “Guarantor Order” means, with respect to any Guarantor, a written request or order
signed in the name of such Guarantor by any two of the following: a Chairman of the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary of such Guarantor, or
any other officer or officers of such Guarantor designated in writing by or pursuant to authority of such Guarantor’s Board of Directors and delivered to the Trustee from time to time. In the event that Guarantor Requests relating to the same
matter shall be delivered by two or more Guarantors on the same date, such requests may be combined into a single document, provided that the requests made by each Guarantor therein shall be several and not joint requests of each such Guarantor.

 “Holder” means any Person that is the registered holder of a Note. 

“Hydrocarbons” means oil, natural gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and all products, by-products and all other substances (whether or not hydrocarbon in nature) produced in connection
therewith or refined, separated, settled or derived therefrom or the processing thereof, and all other minerals and substances related to the foregoing, including, but not limited to, liquified petroleum gas, natural gas, kerosene, sulphur, lignite,
coal, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium, and any and all other minerals, ores, or substances of value, and the products and proceeds therefrom, including, without limitation, all gas resulting from the in-situ combustion of coal or lignite. 
 “IAI Global Note” means a Global Note
substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal
to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.  

  
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 “incur” has the meaning set forth under Section 4.06.
Notwithstanding the foregoing, solely for purposes of determining compliance with Section 4.06, the following will not be deemed to be incurrences of Indebtedness or issuances of Preferred Stock: 

(1) amortization of debt discount or the accretion of principal with respect to a
non-interest bearing or other discount security; 
 (2) the payment of regularly
scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; 

(3) the obligation to pay a premium in respect of Indebtedness or Preferred Stock arising in connection with the issuance of a
notice of redemption or making of a mandatory offer to purchase such Indebtedness or Preferred Stock; and 
 (4) unrealized
losses or charges in respect of hedging obligations (including those resulting from the application of SFAS 133). 

“Indebtedness” means with respect to any Person, without duplication: 

(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; 

(2) all Capitalized Lease Obligations of such Person; 

(3) all obligations of such Person representing the deferred purchase price of property, all conditional sale obligations of
such Person and all obligations under any title retention agreement (but excluding Trade Accounts Payable), to the extent such obligations would appear as a liability upon the balance sheet of such Person in accordance with GAAP; 

(4) all obligations for the reimbursement of any obligor on any outstanding letter of credit, banker’s acceptance or
similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) 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 payment on the letter of credit); 

(5) guarantees and other contingent obligations in respect of Indebtedness referred to in this definition; 

  
 23 








 (6) all obligations of any other Person of the type referred to in clauses
(1) through (5) above which are secured by any Lien on any property or asset of such Person, the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or asset and the amount of the obligation so
secured; 
 (7) all net payment obligations under Commodity Agreements, Currency Agreements and Interest Rate Agreements;

 (8) all Disqualified Stock issued by such Person with the “amount” or “principal amount” of
Indebtedness represented by such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed redemption price or repurchase price; and 

(9) any guarantee by such Person of production or payment with respect to (A) a Production Payment or (B) Production
Payments and Reserve Sales; 
 provided, however, that any indebtedness which has been defeased in accordance with GAAP or defeased pursuant
to the deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for
the sole benefit of the holders of such indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness, shall not constitute “Indebtedness.” 

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value shall be determined reasonably and in good faith by the Board of Directors of the Company. Notwithstanding the foregoing, (i) accrued expenses and
Trade Accounts Payable arising in the ordinary course of business shall not constitute “Indebtedness” and (ii) except as expressly provided in clause (9) above, Production Payments and Reserve Sales shall not constitute
“Indebtedness.” 
 Any obligation of a Person in respect of a farm-in agreement or similar
arrangement whereby such Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligations, after which expenses are shared in
accordance with the working or participation interest therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property
shall not constitute Indebtedness. 
 Notwithstanding the foregoing, in connection with the acquisition or disposition of any business,
assets or Capital Stock of a Restricted Subsidiary or the Company, “Indebtedness” will exclude any obligations arising from agreements of the Company or any of its Restricted Subsidiaries providing for indemnification, guarantees (other
than guarantees of Indebtedness), adjustment of purchase price, holdbacks, contingent payment obligations based on a final financial statement or performance of acquired or disposed of assets or similar obligations, in each case, incurred or assumed
in connection with such acquisition or disposition. 

  
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 The “amount” or “principal amount” of Indebtedness at any time of
determination as used herein shall, except as set forth below, be determined in accordance with GAAP: 
 (1) the
“amount” or “principal amount” of any Indebtedness issued at a price that is less than the principal amount at maturity thereof shall be the accreted value thereof; 

(2) the “amount” or “principal amount” of any Capitalized Lease Obligation shall be the amount determined
in accordance with the definition thereof; 
 (3) the “amount” or “principal amount” of any Preferred
Stock shall be the greater of its voluntary or involuntary liquidation preference and its maximum fixed redemption price or repurchase price; 

(4) the “amount” or “principal amount” of any Interest Rate Agreements included in the definition of
Permitted Indebtedness shall be zero; 
 (5) the “amount” or “principal amount” of all other
unconditional obligations shall be the amount of the liability thereof determined in accordance with GAAP; and 
 (6) the
“amount” or “principal amount” of all other contingent obligations shall be the maximum liability at such date of such Person. 

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof. 

“Independent Advisor” means a reputable accounting, appraisal or nationally recognized investment banking, engineering or
consulting firm (a) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect material financial interest in the Company and (b) which, in the judgment of the Board of Directors of the
Company, is otherwise disinterested, independent and qualified to perform the task for which it is to be engaged. 
 “Independent
Investment Banker” means any one of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and their respective successors, at the Company’s option, or, if such firms or the successors, if any, to such
firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 

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

“Initial Notes” means the first $275,000,000 million aggregate principal amount of Notes issued under this Indenture on
the date hereof. 

  
 25 








 “Initial Purchasers” means 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 Freres & Co. LLC, BBVA Securities Inc., Comerica Securities, Inc., Scotia
Capital (USA) Inc., Santander Investment Securities Inc., US 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 and Wunderlich Securities, Inc. 

“Interest Rate Agreements” means, with respect to any Person, (i) any agreements of such Person with any other Person,
whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such
other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and (ii) any interest rate protection agreements, interest rate future agreements, interest rate option agreements, agreements providing for
interest rate swaps, caps, floors or collars and similar agreements or arrangements to which such Person is a party or beneficiary. 

“Investment” means, with respect to any Person, any direct or indirect: 

(1) loan, advance or other extension of credit (including, without limitation, a guarantee) or capital contribution (by means
of any transfer of cash or other property valued at the Fair Market Value thereof as of the date of transfer) to others or any payment for property or services for the account or use of others; 

(2) purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities (excluding any
interest in a crude oil or natural gas leasehold to the extent constituting a security under applicable law) or evidences of Indebtedness issued by any other Person (whether by merger, consolidation, amalgamation or otherwise and whether or not
purchased directly from the issuer of such securities or evidences of Indebtedness); 
 (3) guarantee or assumption of the
Indebtedness of any other Person (other than the guarantee or assumption of Indebtedness of such Person or a Restricted Subsidiary of such Person which guarantee or assumption is made in compliance with the provisions of
Section 4.06); and 
 (4) other items that would be classified as investments on a balance sheet of
such Person prepared in accordance with GAAP. 
 Notwithstanding the foregoing, “Investment” shall exclude direct or indirect
advances or payments to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on a balance sheet, endorsements for collection or deposits arising in
the ordinary course of business, any loan or extension of credit represented by a bank deposit other than a time deposit, any interest in an oil or gas leasehold to the extent constituting a security under applicable law and extensions of trade
credit by the Company and its Restricted Subsidiaries on commercially reasonable terms in 

  
 26 








 
accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. The amount of any Investment shall be its Fair Market Value at the time the Investment is
made and shall not be adjusted for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. If the Company or any Restricted Subsidiary sells or otherwise
disposes of any Capital Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, it ceases to be a 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 Capital Stock of such Restricted Subsidiary not sold or disposed of. 

“Investment Grade Rating” means a Moody’s rating of Baa3 or higher and an S&P rating of BBB- or higher or, if either such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any other Rating Agency. 

“Issue Date” means the date of original issuance of the Notes (excluding, for such purpose any Additional Notes). 

“Legal Defeasance” has the meaning set forth under Article 9. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes
for use by such Holders in connection with the Exchange Offer. 
 “Lien” means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest). 

“Make-Whole Price” with respect to any Notes to be redeemed, means an amount equal to the greater of: 

(1) 100% of the principal amount of such Notes; and 

(2) the sum of the present values of (a) the redemption price of such Notes at June 15, 2020 (as set forth in
Section 3.01) and (b) the remaining scheduled payments of interest from the redemption date to June 15, 2020 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of 12 30-day months) at the Treasury Rate plus 50 basis points; 

plus, in the case of both (1) and (2), accrued and unpaid interest on such Notes to the Redemption Date. 

“Measurement Date” means March 31, 2017. 

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

  
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 “Net Cash Proceeds” means, with respect to any Asset Sale, the aggregate
proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries from such Asset Sale
net of (a) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting, reservoir engineering and
investment banking fees and sales commissions and title expenses), (b) taxes (including secondary tax expenses) paid or payable or taxes required to be accrued as a liability under GAAP after taking into account any reduction in consolidated tax
liability due to available tax credits or deductions and any tax sharing arrangements, (c) repayment of Indebtedness or Preferred Stock that is required to be repaid in connection with such Asset Sale or that is secured by any assets subject to
such Asset Sale, in accordance with the terms of any Lien upon such assets, (d) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any post closing
adjustments or liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, and (e) all distributions and other payments required to be made to minority interest holders in Restricted
Subsidiaries as a result of such Asset Sale. 
 “Net Proceeds Offer” has the meaning set forth in
Section 4.08. 
 “Net Proceeds Offer Amount” has the meaning set forth in
Section 4.08. 
 “Net Proceeds Offer Payment Date” has the meaning set forth in
Section 4.08. 
 “Net Proceeds Offer Trigger Date” has the meaning set forth in
Section 4.08. 
 “Net Working Capital” means all current assets (other than current assets from
Commodity Agreements) of the Company and its consolidated Subsidiaries, minus all current liabilities of the Company and its consolidated Subsidiaries, except current liabilities included in Indebtedness and any current liabilities from Commodity
Agreements, in each case as set forth in financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FAS 133); provided that current assets and current liabilities shall exclude
Consolidated Non-cash Charges. 
 “Non-Guarantor
Restricted Subsidiary” means any Restricted Subsidiary that is not a Subsidiary Guarantor and is not a Wholly-Owned Restricted Subsidiary and has been designated by the Company as a Non-Guarantor
Restricted Subsidiary, as evidenced by a Board Resolution. 
 “Notes” has the meaning set forth in the preamble to this
Indenture and shall include the Initial Notes and any Additional Notes authenticated and delivered in accordance with Section 1.03. 

“Officers’ Certificate” means a certificate signed by any two of the following: a Chairman of the Board, a
Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an Assistant Secretary of the Company, or any other officer or officers of the Company
designated in a writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time. 

  
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 “Offering Memorandum” means that certain offering memorandum, dated
April 25, 2017, relating to the Notes. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of or counsel for the Company or a Guarantor, reasonably acceptable to the Trustee. 
 “Outstanding” when used
with respect to any Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: 

(1) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

(2) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (3) Notes as to which
Defeasance has been effected pursuant to Section 9.01; and 
 (4) Notes which have been paid pursuant to
Section 1.07 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Company. “Pari Passu Indebtedness” means any Indebtedness of the Company or any Subsidiary
Guarantor that ranks pari passu in right of payment with the Notes or such Subsidiary Guarantees, as applicable. 

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to
DTC, shall include Euroclear and Clearstream). 
 “Paying Agent” means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the Company. 
 “Permitted Acquisition Indebtedness”
means Indebtedness or Preferred Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Preferred Stock was Indebtedness of: 

(1) a Subsidiary prior to the date on which such Subsidiary became a Restricted Subsidiary; or 

(2) a Person that was merged or consolidated into the Company or a Restricted Subsidiary; 

  
 29 








 provided that on the date such Subsidiary became a Restricted Subsidiary or the date such Person was
merged or consolidated into the Company or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, 

(a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated EBITDAX
Coverage Ratio test described in Section 4.06(a); 
 (b) the Consolidated EBITDAX Coverage Ratio for the Company would
be equal to or greater than the Consolidated EBITDAX Coverage Ratio for the Company immediately prior to such transaction; or 

(c) the Consolidated Net Worth of the Company would be equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction. 
 “Permitted Indebtedness” means, without duplication, each of the following: 

(1) (A) the Notes issued on the Issue Date or (B) the Exchange Notes issued pursuant to the Exchange Offer or (C) any
Subsidiary Guarantees of any Notes or Exchange Notes referred to in clauses (A) or (B); 
 (2) Indebtedness of the
Company or any Restricted Subsidiary incurred pursuant to the Credit Facilities; provided, however, that immediately after giving effect to the incurrence of Indebtedness under the Credit Facilities, the aggregate principal amount of
all Indebtedness incurred under this clause (2) and then outstanding does not exceed the greater of (i) $450.0 million and (ii) the Borrowing Base under the Senior Credit Facility as in effect as of the date of such incurrence;
provided, that any Indebtedness incurred under this clause (2) must be secured on a basis that is or would be pari passu with the Senior Credit Facility as in effect on the date of the Indenture; 

(3) Indebtedness of a Restricted Subsidiary to, or Preferred Stock of a Restricted Subsidiary held by, the Company or to a
Restricted Subsidiary for so long as such Indebtedness or Preferred Stock is held by the Company or a Restricted Subsidiary, in each case subject to no Lien held by a Person other than the Company or a Restricted Subsidiary; provided,
however, that if as of any date any Person other than the Company or a Restricted Subsidiary owns or holds any such Indebtedness or Preferred Stock or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of
the Indebtedness or issuance of the Preferred Stock so held by a Person other than the Company or a Restricted Subsidiary not constituting Permitted Indebtedness under this clause (3) by the issuer of such Indebtedness or Preferred Stock; 

(4) Indebtedness (including the $315.3 million aggregate principal amount of the Company
7 5⁄8% Senior Notes due 2019, the
$400.0 million aggregate principal amount of the Company’s 7% Senior Notes due 2022 and the $0.6 million aggregate principal amount of the Company’s 5% Convertible Senior Notes due 2028) or Preferred Stock outstanding on the
Issue Date (other than Indebtedness described in clause (1), (2) or (3)); 

  
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 (5) the guarantee by the Company or any Restricted Subsidiary of any Indebtedness
that is (x) referred to in clause (2) or (4) or (y) permitted by this Indenture to be incurred by the Company or any Restricted Subsidiary; 

(6) Interest Rate Agreements of the Company or a Restricted Subsidiary covering Indebtedness of the Company or any of its
Restricted Subsidiaries; provided, however, that such Interest Rate Agreements are entered into to manage the exposure of the Company and its Restricted Subsidiaries to fluctuations in interest rates with respect to Indebtedness
incurred in accordance with this Indenture to the extent the notional principal amount of such Interest Rate Agreements does not exceed the principal amount of the Indebtedness to which such Interest Rate Agreements relate; 

(7) Indebtedness of the Company to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary,
in each case subject to no Lien; provided, however, that (i) any Indebtedness of the Company to any Restricted Subsidiary that is not a Subsidiary Guarantor is unsecured and (ii) if as of any date any Person other than a
Restricted Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of the Indebtedness so held by a Person other than the Company not constituting Permitted
Indebtedness under this clause (7) by the Company; 
 (8) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is
extinguished within five Business Days of incurrence; 
 (9) Indebtedness of the Company or any of its Restricted
Subsidiaries represented by (a) payment obligations in connection with self-insurance, or bid, performance, appeal or surety bonds or similar bonds or for completion or performance guarantees or obligations or for similar requirements in the
ordinary course of business and any guarantees or letters of credit functioning as or supporting any of the foregoing bonds or (b) obligations represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the
case may be, in order to provide security for workers’ compensation claims; 
 (10) Refinancing Indebtedness issued to
Refinance Indebtedness incurred in accordance with Section 4.06 (other than pursuant to clauses (3), (6), (7), (8), (9), (11), (12), (13), (14), (17) or (19) of this definition); 

(11) Capitalized Lease Obligations and Purchase Money Indebtedness of the Company or any of its Restricted Subsidiaries
incurred after the Issue Date at any one time outstanding not to exceed the greater of (a) 2.0% of Adjusted Consolidated Net Tangible Assets determined at the date of incurrence after giving pro forma effect to such incurrence and the
application of proceeds thereof; and (b) $50.0 million; 

  
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 (12) obligations arising in connection with Commodity Agreements of the Company
or a Restricted Subsidiary; 
 (13) Indebtedness under Currency Agreements; provided, however, that in the case
of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by
reason of fees, indemnities and compensation payable thereunder; 
 (14) Indebtedness relating to Hydrocarbon balancing
positions arising in the ordinary course of business; 
 (15) Indebtedness of any of the Company and the Restricted
Subsidiaries to the extent the net proceeds thereof are promptly (a) used to redeem all of the Notes or (b) deposited to effect Covenant Defeasance or Legal Defeasance or satisfy and discharge this Indenture as described below under
Article 7 or Article 9; 
 (16) Permitted Acquisition Indebtedness; 

(17) Indebtedness of the Company or any Restricted Subsidiary arising from guarantees of Indebtedness of joint ventures at any
time outstanding not to exceed the greater of (a) $20.0 million and (b) 1.0% of Adjusted Consolidated Net Tangible Assets determined as of the date of incurrence of such Indebtedness after giving pro forma effect to such incurrence and
the application of proceeds thereof; 
 (18) Indebtedness consisting of the financing of insurance premiums in customary
amounts consistent with the operations and business of the Company and the Restricted Subsidiaries; and 
 (19) additional
Indebtedness of the Company or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of (a) 2.5% of Adjusted Consolidated Net Tangible Assets determined at the date of incurrence of
such Indebtedness after giving pro forma effect to such incurrence and the application of proceeds thereof; and (b) $75.0 million. 

In the event that an item of Indebtedness or Preferred Stock or proposed Indebtedness or Preferred Stock (including, without limitation,
Acquired Indebtedness) meets the criteria of more than one of the categories of Permitted Indebtedness described in clause (1) through (19) above, or is entitled to be incurred under Section 4.06 even if not Permitted
Indebtedness, the Company will be permitted to classify or later reclassify (in whole or in part in its sole discretion) such item of Indebtedness or Preferred Stock in any manner (including by dividing and classifying such item of Indebtedness or
Preferred Stock in more than one type of Indebtedness or Preferred Stock permitted under such covenant) that complies with that covenant. Indebtedness or Preferred Stock permitted by such covenant need not be permitted solely by reference to one
provision permitting such Indebtedness or Preferred Stock but may be permitted in part by one such provision and in part by one or more other provisions permitting such Indebtedness or Preferred Stock. The dollar equivalent principal amount of any
Indebtedness denominated in a foreign currency and incurred pursuant to any dollar-denominated restriction on the incurrence of 

  
 32 








 
Indebtedness shall be calculated based on the relevant currency exchange rate in effect on the date that 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-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated 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 (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness being Refinanced and plus the amount of
reasonable fees and expenses incurred by the Company and its Restricted Subsidiaries in connection with such Refinancing). Notwithstanding any other provision of this definition, the maximum amount of Indebtedness that the Company and the Restricted
Subsidiaries may incur under such definition shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any Indebtedness incurred to Refinance other 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 Refinancing Indebtedness is denominated that is in effect on the date of such
Refinancing. 
 “Permitted Industry Investments” means any Investment made in the ordinary course of the business of the
Company or any Restricted Subsidiary or that is of a nature that is or shall have become of a kind or character that is customarily made in the Crude Oil and Natural Gas Business, including, without limitation, investments or expenditures for
exploiting, exploring for, acquiring, developing, producing, processing, refining, gathering, marketing or transporting Hydrocarbons through agreements, transactions, properties, interests or arrangements which permit one to share or transfer risks
or costs, comply with regulatory requirements regarding local ownership or otherwise or satisfy other objectives customarily achieved through the conduct of the Crude Oil and Natural Gas Business jointly with third parties, including, without
limitation: 
 (1) capital expenditures, including, without limitation, acquisitions of Company Properties and interests
therein; 
 (2) entry into, and Investments in the form of or pursuant to, operating agreements, joint ventures, working
interests, royalty interests, mineral leases, unitization agreements, processing agreements, farm-in agreements, farm-out agreements, pooling arrangements, contracts for
the sale, transportation, storage or exchange of Hydrocarbons and minerals, production sharing agreements, production sales and marketing agreements, development agreements, area of mutual interest agreements, unitization agreements, joint bidding
agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), limited liability company agreements, subscription agreements, stock purchase agreements, stockholder agreements, oil or 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 Crude Oil and Natural Gas Business for geologists,
geophysicists and other providers of technical services to the Company or any Restricted Subsidiary, division orders, participation agreements, master 

  
 33 








 
limited partnership agreements, contracts for the sale, purchase, exchange, transportation, gathering, processing, marketing or storage of Hydrocarbons, communitizations, declarations, orders and
agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, development agreements or other similar or
customary agreements, transactions, properties, interests or arrangements, and Investments and expenditures (including, without limitation, capital expenditures) in connection therewith or pursuant thereto, Asset Swaps, and exchanges of Company
Properties for other Company Properties that, together with any cash and Cash Equivalents in connection therewith, are of at least equivalent value as determined in good faith by the Board of Directors of the Company; 

(3) ownership interests in oil, gas or other Hydrocarbon or mineral properties and interests therein, liquid natural gas
facilities, drilling operations, processing facilities, refineries, gathering systems, pipelines, storage facilities, related systems or facilities, ancillary real property interests and interests therein; and 

(4) Investments of operating funds on behalf of co-owners of Crude Oil and Natural Gas
Properties of the Company or the Subsidiaries pursuant to joint operating agreements. 
 “Permitted Investments” means:

 (1) Investments by the Company or any Restricted Subsidiary in any Person that is or will become immediately after such
Investment a Restricted Subsidiary or that will merge or consolidate into the Company or a Restricted Subsidiary; 
 (2)
Investments in the Company by any Restricted Subsidiary; provided, however, that any Indebtedness evidencing any such Investment held by a Restricted Subsidiary that is not a Subsidiary Guarantor is unsecured; 

(3) Investments in cash and Cash Equivalents; 

(4) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an
Asset Sale made in compliance with Section 4.08; 
 (5) Permitted Industry Investments, including
prepayments, advances and deposits paid with respect thereto; 
 (6) Investments to the extent that Qualified Capital Stock
of the Company is the consideration paid or provided by the Company; 
 (7) receivables owing to the Company or any
Restricted Subsidiary if 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; 

  
 34 








 (8) payroll, travel and similar advances 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; 

(9) loans or advances to officers, directors or employees made in the ordinary course of business consistent with past
practices of the Company or such Restricted Subsidiary and otherwise in compliance with Section 4.11; 
 (10)
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 in settlement of litigation, arbitration or other
disputes with Persons who are not Affiliates; 
 (11) Investments in any Person where such Investment was acquired by the
Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with
respect to any secured Investment in default; 
 (12) Investments in any Person to the extent such Investments consist of
prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 

(13) Investments in any Person to the extent such Investments consist of Commodity Agreements, Interest Rate Agreements or
Currency Agreements otherwise permitted under Section 4.06; 
 (14) Investments that are in
existence on the Issue Date, and any extension, modification or renewal of any such Investments, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases of such
Investments (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant
to the terms of such Investments as in effect on the Issue Date); 
 (15) guarantees of performance or other obligations
(other than Indebtedness) arising in the ordinary course in the Crude Oil and Natural Gas Business, including obligations under oil and natural gas exploration, development, joint operating, and related agreements and licenses or concessions related
to the Crude Oil and Natural Gas Business; 
 (16) Investments of a Restricted Subsidiary acquired after the Issue Date or of
any entity merged into or consolidated with the Company or a Restricted Subsidiary in accordance with Article 5 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or
consolidation and were in existence on the date of such acquisition, merger or consolidation; 

  
 35 








 (17) repurchases of or other Investments in the Notes or the Exchange Notes; 

(18) Investments in any units of any oil and gas royalty trust; 

(19) guarantees of Indebtedness permitted under Section 4.06; 

(20) guarantees by the Company or any of its Restricted Subsidiaries of operating leases (other than Capitalized Lease
Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 

(21) advances and prepayments for asset purchases in the ordinary course of business in the Crude Oil and Natural Gas Business
of the Company or any of its Restricted Subsidiaries; and 
 (22) additional Investments made after the Issue Date having,
when taken together with all other Investments made pursuant to this clause (22) that are outstanding at the time of such additional Investment, an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value) not to exceed the greater of (a) $50.0 million and (b) 2.0% of Adjusted Consolidated Net Tangible Assets determined at the time of such additional Investment. 

With respect to any Investment, the Company may, in its sole discretion, allocate all or any portion of such Investment to one or more of the above clauses so
that the entire Investment is a Permitted Investment. 
 “Permitted Liens” means each of the following types of Liens: 

(1) Liens existing as of the Issue Date (and any extensions, replacements or renewals thereof covering property or assets
secured by such Liens on the Issue Date); 
 (2) Liens securing Indebtedness outstanding under the Credit Facilities; 

(3) Liens securing the Notes and the Subsidiary Guarantees and other obligations arising under this Indenture; 

(4) Liens of the Company or a Subsidiary Guarantor on assets of any Restricted Subsidiary; 

(5) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien
permitted under this Indenture and which has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens do not extend to or cover any property or assets of the Company or any of its Restricted
Subsidiaries not securing the Indebtedness so Refinanced; 

  
 36 








 (6) Liens for taxes, assessments or governmental charges or claims either not
delinquent or contested in good faith by appropriate proceedings and as to which the Company or a Restricted Subsidiary, as the case may be, shall have set aside on its books such reserves as may be required pursuant to GAAP; 

(7) statutory and contractual Liens of landlords to secure rent arising in the ordinary course of business and Liens of
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith or other Liens arising solely by virtue of
any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;
provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal
Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution; 

(8) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation,
unemployment insurance, social security or old age pension laws or other similar law, rule or regulation, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith,
(ii) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds
and other similar obligations (including letters of credit in connection therewith but exclusive of obligations for the payment of borrowed money), (iii) to secure public or statutory obligations of such Person including letters of credit and bank
guarantees required or requested by the United States, any State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the foregoing in connection with any contract or statute (including
lessee or operator obligations under statutes, governmental regulations, contracts or instruments related to the ownership, exploration and production of oil, natural gas, other hydrocarbons and minerals on State, Federal or foreign lands or waters)
or (iv) deposits of cash or United States government bonds to secure surety, stay, appeal, indemnity performance or other similar bonds to which such Person is a party or deposits as security for contested taxes or indemnity performance or
other similar bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 

(9) judgment and attachment Liens not giving rise to an Event of Default; 

(10) easements, rights-of-way, licenses, zoning
restrictions, restrictive covenants, minor imperfections in title and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries; 

  
 37 








 (11) any interest or title of a lessor under any Capitalized Lease Obligation;
provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation; 

(12) Liens securing Purchase Money Indebtedness of the Company or any Restricted Subsidiary; provided, however,
that (i) the Purchase Money Indebtedness shall not be secured by any property or assets of the Company or any Restricted Subsidiary other than the property and assets so acquired or constructed (except for proceeds, improvements, rents and
similar items relating to the property or assets so acquired or constructed) and (ii) the Lien securing such Indebtedness shall be created within 120 days of such acquisition or construction; 

(13) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds thereof and Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its
business; provided, however, that such letters of credit or surety bonds do not constitute Indebtedness; 

(14) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty
requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; 

(15) Liens securing Interest Rate Agreements which Interest Rate Agreements relate to Indebtedness that is otherwise permitted
under this Indenture and Liens securing Commodity Agreements or Currency Agreements; 
 (16) Liens securing Acquired
Indebtedness incurred in accordance with Section 4.06; provided, however, that (i) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by
the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary and (ii) such Liens do not extend to or cover any
property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted
Subsidiary (except for proceeds, improvements, rents and similar items relating to the property or assets so secured) and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired
Indebtedness by the Company or a Restricted Subsidiary; 
 (17) Liens on, or related to, properties and assets of the Company
and its Subsidiaries to secure all or a part of the costs incurred in the ordinary course of business of exploration, drilling, development, production, processing, gas gathering, transportation, marketing, refining or storage, abandonment or
operation thereof; 

  
 38 








 (18) Liens securing Indebtedness incurred to finance, or Capitalized Lease
Obligations with respect to, the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by
such Person or any of its Restricted Subsidiaries at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more
than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; 

(19) Liens on pipeline or pipeline facilities, Hydrocarbons or properties and assets of the Company and its Subsidiaries which
arise out of operation of law; 
 (20) royalties, overriding royalties, revenue interests, net revenue interests, net profit
interests, reversionary interests, production payments, production sales contracts, preferential rights of purchase, operating agreements, working interests and other similar interests, participation agreements, properties, arrangements and
agreements, all as ordinarily exist with respect to Properties and assets of the Company and its Subsidiaries or otherwise as are customary in the oil and gas business; 

(21) with respect to any Properties and assets of the Company and its Subsidiaries, Liens arising under, or in connection with,
or related to, farm-out agreements, farm-in agreements, joint operating agreements, area of mutual interest agreements, partnership agreements, oil, gas, other
Hydrocarbons and minerals leases, licenses or sublicenses, assignments, purchase and sale agreements, division orders, contracts for the sale, purchase, transportation, processing or exchange of crude oil, natural gas or other Hydrocarbons,
unitization and pooling declarations, joint interest billing arrangements and agreements, development agreements, any other agreements, transactions, properties, interests or arrangements referred to in clause (2) of the definition of
“Permitted Industry Investments,” and/or other similar or customary arrangements, agreements or interests that the Company or any Subsidiary determines in good faith to be necessary or appropriate for the economic development of such
Property or asset or which are customary in the Crude Oil and Natural Gas Business; 
 (22) any (a) interest or title of
a lessor or sublessor under any lease, Liens reserved in oil, gas or other Hydrocarbons, minerals, leases for bonus, royalty or rental payments and for compliance with the terms of such leases, (b) restriction or encumbrance that the interest
or title of such lessor or sublessor may be subject to (including, without limitation, ground leases or other prior leases of the demised premises, mortgages, mechanics’ liens, tax liens, and easements), or (c) subordination of the
interest of the lessee or sublessee under such lease to any restrictions or encumbrance referred to in the preceding clause (b); 

(23) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, minor defects
in title or Liens incidental to the conduct of the business of such Person or 

  
 39 








 
to the ownership of its properties which were not incurred or created to secure the payment of borrowed money which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such Person; 
 (24) Liens on property at the
time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not
extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 

(25) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to
money or instruments of the Company or any Restricted Subsidiary on deposit with or in possession of such bank; 
 (26) Liens
arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture;
provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness; 

(27) Liens arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so
long as such deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under the covenant described under Article 7 and Article 9; 

(28) Liens to secure Production Payments or Production Payments and Reserve Sales; provided, however, that the
Liens may not extend to any assets other than those that are the subject of such Production Payments or Production Payments and Reserve Sales, as applicable; 

(29) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any
Lien referred to in clauses (1), (11), (12), (16), (17), (18), (24) or (30) of this definition; provided, however, that: 

(a) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the
outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (1), (11), (12), (16), (17), (18), (24) or (30) of this definition at the time the original Lien became a Permitted Lien and (y) an
amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 

  
 40 








 (30) Liens on property of an Unrestricted Subsidiary at the time that it is
designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Liens were not incurred in connection with, or contemplation of, such designation; 

(31) to the extent not included in any other clause of this definition, leases and subleases of real property which do not
materially interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole; 

(32) Liens arising from Uniform Commercial Code financial statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business; 
 (33) to the extent not included in any other
clause of this definition, Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Company or any Restricted Subsidiary to the extent securing Indebtedness that is
non-recourse to the Company or to any Restricted Subsidiary; 
 (34) Liens incurred
in the ordinary course of business with respect to outstanding obligations in the aggregate not exceeding the greater of (x) $50.0 million or (y) 5% of Adjusted Consolidated Net Tangible Assets determined at the date of incurrence after giving
pro forma effect to such incurrence and the application of the proceeds thereof; and 
 (35) solely during any
Fall-Away Period, any Liens on any properties or assets not constituting a Restricted Property. 
 In each case set forth above,
notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and
proceeds thereof (including dividends, distributions and increases in respect thereof). 
 “Person” means an individual,
partnership, corporation, unincorporated organization, limited liability company, trust, estate, or joint venture, or a governmental agency or political subdivision thereof. 

“Preferred Stock” of any Person means any Capital Stock of any class or classes (however designated) of such Person that has
preferential rights to any other Capital Stock of any class of such Person with respect to dividends or redemptions or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person. 

“Production Payments” means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments. 

“Production Payments and Reserve Sales” means the grant or transfer to any Person of a Dollar-Denominated Production Payment,
Volumetric Production Payment, royalty, overriding royalty, revenue interest, net revenue interest, reversionary interest, net profits interest, master limited or other partnership interest or other interest in oil and natural gas properties,
reserves or 

  
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the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties, including, without limitation, any such grants or transfers
pursuant to incentive compensation programs on terms that are reasonably customary in the Crude Oil and Natural Gas Business for geologists, geophysicists or other providers of technical services to the Company or a Restricted Subsidiary. 

“Property” means, with respect to any Person, any interests of such Person in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, including, without limitation, Capital Stock, partnership interests and other equity or ownership interests in any other Person. 

“Public Equity Offering” means an underwritten public Equity Offering by the Company. 

“Purchase Money Indebtedness” means Indebtedness the net proceeds of which are used to finance the cost (including the cost
of construction) of property or assets acquired in the normal course of business by the Person incurring such Indebtedness. 

“Private Placement Legend” means the legend set forth in Section 12.07(a) hereof to be placed on all Notes issued
under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Capital Stock” means any Capital Stock
that is not Disqualified Stock. 
 “Rating Agency” means each of S&P and Moody’s, or if S&P or Moody’s or
both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for S&P or Moody’s, or both, as the case may
be. 
 “Redemption Date” means the date specified in a notice of redemption on which the Notes may be redeemed in
accordance with the terms of the Notes and this Indenture. 
 “Reference Treasury Dealer” means Merrill Lynch, Pierce,
Fenner & Smith Incorporated and three additional primary U.S. government securities dealers in New York City (each a “Primary Treasury Dealer”) selected by the Company, and its, in each case, successors (provided,
however, that if any such firm or any such successor, as the case may be, shall cease to be a primary U.S. government securities dealer in New York City, the Company shall substitute therefor another Primary Treasury Dealer). 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date. 

  
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 “Refinance” means, in respect of any security or Indebtedness or Preferred
Stock, to refinance, extend, renew, refund, repay, prepay, redeem, effect a change by amendment or modification, defease or retire, or to issue a security or Indebtedness or Preferred Stock in exchange or replacement for (or the net proceeds of
which are used to Refinance), such security or Indebtedness or Preferred Stock in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings. 

“Refinancing Indebtedness” means any Indebtedness or Preferred Stock issued in or resulting from a Refinancing by the Company
or any Restricted Subsidiary of the Company of Indebtedness or Preferred Stock, in each case that: 
 (1) does not have an
aggregate principal amount that is greater than the aggregate principal amount of the Indebtedness or Preferred Stock being Refinanced as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of
the instrument governing such Indebtedness or Preferred Stock, as applicable, being Refinanced and plus the amount of reasonable fees and expenses incurred by the Company and its Restricted Subsidiaries in connection with such Refinancing); or 

(2) does not have (x) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the
Indebtedness or Preferred Stock, as applicable, being Refinanced or (y) a final maturity date or redemption date, as applicable, earlier than the final maturity date or redemption date, as applicable, of the Indebtedness or Preferred Stock, as
applicable, being Refinanced; provided, however, that (a) if such Indebtedness being Refinanced is Indebtedness of the Company or one or more Subsidiary Guarantors, then such Refinancing Indebtedness shall be Indebtedness solely
of the Company and/or such Subsidiary Guarantors which were obligors or guarantors of such Indebtedness being Refinanced; (b) if such Indebtedness being Refinanced is subordinate or junior in right of payment to the Notes or a Subsidiary
Guarantee, then such Refinancing Indebtedness shall be subordinate or junior in right of payment to the Notes or such Subsidiary Guarantee, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced
or shall be Preferred Stock of the obligor on the Indebtedness being Refinanced; (c) if any Preferred Stock being Refinanced was Disqualified Stock of the Company, the Refinancing Indebtedness shall be Disqualified Stock of the Company and
(d) if any Preferred Stock being Refinanced was Preferred Stock of a Restricted Subsidiary, the Refinancing Indebtedness shall be Preferred Stock of such Restricted Subsidiary. 

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of April 28, 2017, among the Company,
the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. 

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

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend
and the Private Placement Legend and deposited with or 

  
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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 Notes sold in reliance on Rule 903 of
Regulation S. 
 “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee within the
corporate trust department, including any Managing Director, Director, Vice President, assistant secretary, assistant treasurer, assistant cashier, trust officer, assistant trust officer or assistant controller assigned to the Corporate Trust
Office, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to
whom such matter is referred because of his knowledge of and familiarity with the particular subject, and who shall have direct responsibility for the administration of this Indenture. 

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

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

“Restricted Payment” has the meaning set forth under Section 4.07. 

“Restricted Property” means, with respect to any Fall-Away Period, any Crude Oil and Natural Gas Property having a Fair
Market Value in excess of $10.0 million and any facilities directly related to the production of Hydrocarbons from a Restricted Property and includes Capital Stock of a corporation or other Person which owns such property or facilities, but
does not include (i) any property or facilities used in connection with or necessarily incidental to the purchase, sale, storage, transportation or distribution of Hydrocarbons, (ii) any property which, in the opinion of the Company’s
Board of Directors, is not materially important to the total business conducted by the Company or its Subsidiaries as an entirety or (iii) any portion of a particular property which, in the opinion of the Company’s Board of Directors, is
not materially important to the use or operation of such property. 
 “Restricted Subsidiary” means any Subsidiary of the
Company that has not been designated by the Board of Directors of the Company (or deemed designated) as an Unrestricted Subsidiary pursuant to and in compliance with Section 4.12. Any such designation may be revoked by a Board Resolution
of the Company delivered to the Trustee, subject to the provisions of such covenant. 
 “Reversion Date” shall have the
meaning assigned to such term in Section 4.05.  
 “Rule 144” means Rule 144 promulgated
under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 

“S&P” means Standard & Poor’s Ratings Services. 

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a
party, providing for the leasing to the Company or a 

  
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Restricted Subsidiary of any Property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired which has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property. 

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

“Senior Credit Facility” means the debt facility provided for under the Third Amended and Restated Credit Agreement dated as
of March 16, 2010 among Bill Barrett Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Deutsche Bank Securities Inc., as syndication agents, Bank of Montreal and Wells Fargo Bank, N.A., as
documentation agents and the lenders party thereto, or any successor or replacement agreements and whether by the same or any other agent, lender or group of lenders, together with the related documents thereto (including, without limitation, any
guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreements extending the maturity of,
Refinancing, replacing, increasing or otherwise restructuring all or any portion of the Indebtedness under such agreements (provided that any increase in borrowings is permitted under clause (2) of the definition of “Permitted
Indebtedness”). 
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement. 
 “Significant Subsidiary” means a Restricted Subsidiary of a Person that is also a
“significant subsidiary” as defined in Rule 1.02(w) of Regulation S-X under the Securities Act. 

“Stated Maturity” when used with respect to any Note, means June 15, 2025. 

“Subsidiary,” with respect to any Person, means any (i) corporation, association or other business entity of which the
outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors, managers or trustees of such entity under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person
or any other Person of which at least a majority of the voting interests under ordinary circumstances is at the time, directly or indirectly, owned by such Person or (ii) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 

“Subsidiary Guarantee” shall have the meaning assigned to such term under Article 11. 

“Subsidiary Guarantor” means each of the Company’s Restricted Subsidiaries on the Issue Date, and each other Person that
is required to become a Guarantor by the terms of this Indenture after the Issue Date; provided, however, that any Person constituting a Subsidiary Guarantor as described above shall cease to constitute a Subsidiary Guarantor when its
Subsidiary Guarantee is released in accordance with the terms of this Indenture. 
 “Surviving Entity” has the meaning set
forth under Article 5. 

  
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 “Suspended Covenants” shall have the meaning assigned to such term in
Section 4.05. 
 “Trade Accounts Payable” means (a) accounts payable or other obligations of
the Company or any Restricted Subsidiary created or assumed by the Company or such Restricted Subsidiary in the ordinary course of business in connection with the obtaining of goods or services and (b) obligations arising under contracts for
the exploration, development, drilling, completion, production and plugging and abandonment of wells or for the construction, repair or maintenance of related infrastructure or facilities. 

“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(159)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System
and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the stated maturity, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Treasury Rate shall be calculated on the third business day preceding the redemption date. 
 “Trustee” has the
meaning set forth in the preamble to this Indenture. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended. 
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement
Legend. 
 “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private
Placement Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of the Company designated (or deemed designated) as
such pursuant to and in compliance with Section 4.12. Any such designation may be revoked by a Board Resolution of the Company delivered to the Trustee, subject to the provisions of such covenant. 

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

  
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 “Volumetric Production Payments” means production payment obligations recorded
as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith. 
 “Weighted
Average Life to Maturity” means, when applied to any Indebtedness or Preferred Stock at any date, the number of years obtained by dividing (1) the then outstanding aggregate principal amount of such Indebtedness or Preferred Stock into
(2) the sum of the total of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal or (with respect to Preferred Stock) redemption or
similar payment, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such
payment. 
 “Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than
directors’ qualifying shares) is owned by the Company or another Wholly-Owned Restricted Subsidiary. 
 Section 2.02 Other
Definitions. 
  

			
	 Term Section
	  	 Defined in:

	“Act”	  	Section 2.05
	“Additional Notes”	  	Section 1.01
	“Authentication Order”	  	Section 1.04
	“Defaulted Interest”	  	Section 10.02
	“DTC”	  	Section 2.05
	“Event of Default”	  	Section 6.01
	“Expiration Date”	  	Section 2.05
	“Guaranteed Obligations”	  	Section 11.01
	“Interest Payment Date”	  	Section 10.01
	“payment default”	  	Section 6.01
	“Place of Payment”	  	Section 4.02
	“Registrar”	  	Section 4.02
	“Regular Record Date”	  	Section 10.01
	“Replacement Assets”	  	Section 4.08
	“Security Register”	  	Section 4.02
	“Special Record Date”	  	Section 10.02
	“United States Government Obligation”	  	Section 9.02

 Section 2.03 [Reserved]. 

Section 2.04 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

  
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 Any certificate or opinion of an officer of the Company or a Guarantor may be based, insofar as
it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based
are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or such
Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or such Guarantor, as the case may be, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Section 2.05 Acts of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or agents duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company and any Guarantor. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 13.01) conclusive in favor of the Trustee, the Company and any Guarantor, if made in the manner provided in
this Section. 
 Without limiting the generality of this Section 2.05, unless otherwise provided in or pursuant to
this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted in or pursuant to this Indenture to be given, made or taken by Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or
participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is The Depository Trust Company (“DTC”), any consent or
other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed to
constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Company, any Guarantor and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of
such consent or other action having been so given, made or taken in accordance with the Applicable Procedures of DTC. 

  
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 The fact and date of the execution by any Person of any such instrument or writing may be proved
by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

None of the Trustee or agents shall have any responsibility or obligation to any beneficial owner of an interest in a global note, any agent
member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the notes or with respect to the
delivery to any agent member or other participant, member, beneficial owner or other person (other than DTC) of any notice or the payment of any amount or delivery of any notes (or other security or property) under or with respect to such notes. All
notices and communications to be given to the holders and all payments to be made to holders in respect of the notes shall be given or made only to or upon the order of the registered holders (which shall be DTC or its nominee in the case of a
global note). The rights of beneficial owners in any global note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee and agents may rely and shall be fully protected in relying upon information furnished
by DTC with respect to its agent members and other members, participants and any beneficial owners. 
 Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Note. 

The Company and any Guarantor may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to
give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes, provided that neither the Company nor such Guarantor
may set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving, making or taking of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to give, make or take the relevant action, whether or not such Holders remain Holders after such record date; provided, however,
that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be
construed to prevent the Company or any Guarantor from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no
action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is
given, made or taken. Promptly after any record date is set pursuant to this 

  
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paragraph, the Company or such Guarantor, as the case may be, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Notes in the manner set forth in Sections 2.06 and 2.07. 
 The Trustee may set
any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to (a) join in the giving, making or taking of (i) any Notice of Default, (ii) any declaration of acceleration referred to in
Section 6.02, (iii) any request to institute proceedings referred to in Section 6.06(b) or (iv) any direction referred to in Section 6.05, or (b) receive payment under Section 6.10, in each case with
respect to such Notes. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to give, make or take such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite
principal amount of Outstanding Notes on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company and any Guarantor in writing and to each Holder of Notes in the manner set forth in Sections 2.06. 

With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the
“Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Notes in the manner set forth in Section 2.07, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date to an earlier day
as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

Without limiting the foregoing, a Holder entitled hereunder to give, make or take any action hereunder with regard to any Note may do so, in
person or by an agent duly appointed in writing, with regard to all or any part of the principal amount of such Note. 
 Section 2.06
Notices, Etc. to Trustee, Company and Guarantors. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with, (1) the Trustee by any Holder or by the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be by facsimile transmission)


  
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to or with the Trustee in accordance with Section 14.17 or (2) the Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or such Guarantor, as the case may be, in accordance with Section 14.17. 

Section 2.07 Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Where this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the
Depositary for such Global Note (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. 

Section 2.08 [Reserved]. 

ARTICLE 3 
 REDEMPTION
AND PURCHASES 
 Section 3.01 Optional Redemption; Notices to Trustee. Except as described below, the Company will not be
entitled to redeem the Notes at its option prior to June 15, 2020. 
 The Notes will be redeemable, at the Company’s option, in whole at any time
or in part from time to time, on and after June 15, 2020, upon not less than 30, nor more than 60, days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on June 15 of the years set forth below, plus, in each case, unpaid accrued interest, if any, thereon to the Redemption Date: 

 

					
	 Year
	  	 Percentage
	 
	 2020
	  	 	106.563	% 
	 2021
	  	 	104.375	% 
	 2022
	  	 	102.188	% 
	 2023 and thereafter
	  	 	100.000	% 


  
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 At any time, or from time to time, on or prior to June 15, 2020, the Company may, at its
option, use all or a portion of the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) at a redemption price equal to
108.75% of the aggregate principal amount of the Notes to be redeemed, plus unpaid accrued interest, if any, thereon to the Redemption Date; provided that: 

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains
Outstanding immediately after giving effect to any such redemption; and 
 (2) the Company makes such redemption not more
than 180 days after the consummation of any such Equity Offering. 
 Notice of any redemption may at the Company’s discretion be subject to one or more
conditions precedent, and, in the case of redemption with the net cash proceeds of an Equity Offering, may be given prior to the completion of the related Equity Offering. 

The Notes will also be redeemable, in whole or in part, at the Company’s option at any time or from time to time, prior to June 15,
2020, at the applicable Make-Whole Price. The notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. The Company shall notify the Trustee of the Make-Whole
Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. 
 In
case the Company shall desire to exercise any such right of redemption, the Company shall fix a Redemption Date and give notice thereof to the Trustee. If the Redemption Date is on a date that is after a Regular Record Date and on or prior to the
Interest Payment Date to which it relates, the Company will pay any accrued and unpaid interest to a Holder on such Regular Record Date. 

The Company shall give each notice to the Trustee provided for in this Section 3.01 at least 60 days before the
Redemption Date unless the Trustee consents to a shorter period. 
 On and after the applicable Redemption Date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the Company has previously deposited with the Paying Agent for the Notes (or, if the Company or a Wholly-Owned Restricted Subsidiary is the Paying Agent, such entity has segregated
and holds in trust) funds in satisfaction of the applicable redemption price pursuant to this Indenture. 
 Section 3.02 Selection
of Notes to Be Redeemed. If fewer than all Notes Outstanding are to be redeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata basis or any method required by DTC or any successor Depositary or, if the Notes are listed
on a national securities exchange, in compliance with the requirements of that exchange. The Trustee shall make the selection from Notes Outstanding not previously called for redemption. The Trustee may select for redemption portions of the
principal amount of Notes that have denominations larger than $2,000. Notes and portions of Notes the Trustee selects shall be in principal amounts such that the unredeemed portion of any Note shall have a principal amount of


  
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$2,000 or multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall
notify the Company promptly of the Notes or portions of Notes to be redeemed. 
 Section 3.03 Notice of Redemption. At least 30,
but not more than 60, calendar days before the Redemption Date, the Company or, at the Company’s request, the Trustee shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Notes to be redeemed. 

The notice shall identify the Notes to be redeemed and shall state: 

(a) the Redemption Date; 
 (b)
the redemption price; 
 (c) the name and address of the Paying Agent; 

(d) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(e) if fewer than all of the Outstanding Notes are to be redeemed, the certificate numbers, if any, and principal amounts of the particular
Notes to be redeemed; 
 (f) that, unless the Company defaults in making payment of such redemption price, interest, if any, on Notes called
for redemption will cease to accrue on and after the Redemption Date; and 
 (g) the CUSIP number of the Notes. 

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense;
provided that the Company makes such request at least three Business Days prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.03; provided further
that, in all cases, the text of such notice of redemption shall be prepared by the Company. 
 The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not any Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note selected for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any other Note. 
 Section 3.04 Effect of Notice of
Redemption. Once notice of redemption is given, Notes called for redemption become due and payable on the Redemption Date and at the redemption price stated in the notice of redemption. If less than all the Notes are to be redeemed, the notice
of redemption shall specify the CUSIP numbers of the Note to be redeemed. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice of redemption. 

  
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 Section 3.05 Deposit of Redemption Price. Prior to 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 Wholly-Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of all Notes to be
redeemed on that date other than Notes or portions of Notes called for redemption which have been delivered by the Company to the Trustee for cancellation. If such money is then held by the Company in trust and is not required for such purpose, it
shall be discharged from such trust. 
 Section 3.06 Notes Redeemed in Part. 

(a) In the event of any redemption in part, the Company will not be required to register the transfer of or exchange any Note so selected for
redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (b) Upon surrender of a Note that is
redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unredeemed portion of the Note surrendered, or in the case of a Global
Note, the Company shall instruct the Registrar to decrease such Global Note by the principal amount of the redeemed portion of the Note surrendered. 

Section 3.07 No Limit on Other Purchases. Nothing in this Indenture or the Notes shall prohibit or limit the right of the Company
or any Affiliate of the Company from time to time to repurchase the Notes at any price in open market purchases or negotiated transactions or by tender offer or otherwise without any notice to or consent by Holders. Any Notes purchased by the
Company may, to the extent permitted by law, be held or resold or may, at the Company’s option, be delivered to the Trustee for cancellation. Any Notes delivered to the Trustee for cancellation may not be reissued or resold and will be promptly
cancelled. 
 ARTICLE 4 

COVENANTS 

Section 4.01 Payments. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner
provided in the Notes or pursuant to this Indenture. Any funds to be given to the Trustee or Paying Agent shall be deposited with the Trustee or Paying Agent by 11:00 a.m. (New York City time) by the Company on the required date. If the Company
shall at any time act as its own Paying Agent with respect to the Notes, the Company will, on or before each due date of the principal of or any premium or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or
failure so to act. Subject to the applicable provisions of Section 3.01, Section 3.07, Section 4.08, and Section 4.13, the Company shall make any
required interest payments to the Person in whose name each Note is registered at 5:00 p.m. (New York City time) on the Regular Record Date for such interest payment. Principal amount, accrued interest, if any, any redemption price, Make-Whole
Price, Net Proceeds Offer Amount and any amounts due under Section 4.13 shall be considered paid on the applicable date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, funds
sufficient to pay all such amounts then due. 

  
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 The Company will cause each Paying Agent for any Notes other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Notes. 
 The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of the Indenture with respect to the Notes or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect
to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of or any premium or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request (or if deposited by a Guarantor, paid to
such Guarantor on Guarantor Request), or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company or such Guarantor, as the case may
be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may, at the expense and written request of the Company or such Guarantor, as the case may be, cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company or the applicable Guarantor, as the case may be. 

Section 4.02 Maintenance of Office or Agency. The Company will maintain in The New York City an office or agency of the Trustee,
Registrar and Paying Agent where Notes may be presented or surrendered for payment (“Place of Payment”), where Notes may be surrendered for registration of transfer or exchange (“Registrar”), purchase or redemption,
where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served and a register (“Security Register”) in which, subject to reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and the transfers of Notes. The office of Deutsche Bank Trust Company Americas, Trust & Agency Services, 60 Wall Street, 16th Floor, NYC MS 60-1630, New York, NY 10005, Attention: Trust and Agency Services, Telecopier No.: (732) 578-4635, shall initially be such office or agency for all of the aforesaid purposes.
The Company shall give prompt written notice to the Trustee of the location, 

  
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and of any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with any
such address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in New York
City for such purposes. 
 Section 4.03 Reports to Holders. 

(a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are Outstanding, the Company shall file with
the Commission for public availability (unless the Commission will not accept such a filing, in which case the Company will, or will cause the Trustee to, furnish the Holders (upon request)): 

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries showing in reasonable detail, 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, 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, if any (except with respect to Subsidiaries designated as Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the
meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable) and, with respect to the annual information only, a report thereon by the Company’s
certified independent accountants; and 
 (2) all current reports that would be required to be filed with the Commission on
Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations. 

(b) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its
obligations under this covenant by furnishing financial information relating to such parent; provided that (i) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary
Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the Commission and (ii) such parent is not engaged in any business in any material respect other than incidental to its ownership,
directly or indirectly, of the Capital Stock of the Company. 

  
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 (c) The Company also shall comply with the other provisions of Section 314(a) of the Trust
Indenture Act. 
 (d) The Company will be deemed to have furnished to the Holders the reports or information referred to in clauses
(1) and (2) of paragraph (a) of this Section 4.03 or the information referred to paragraph (b) of this Section 4.03 if the Company has posted such reports or information on the
Company Website with access to Holders. For purposes of this Indenture, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address http://www.billbarrettcorp.com or
such other address as the Company may from time to time designate in writing to the Trustee, provided that the Trustee shall have no responsibility whatsoever to determine whether such filing has occurred. 

(e) This Section 4.03 will not impose any duty on the Company under the Sarbanes-Oxley Act of 2002 and the related
Commission rules that would not otherwise be applicable. 
 (f) Delivery of any such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates. 
 Section 4.04
Existence. Except as permitted by Section 5.01 of this Supplement Indenture, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its and any Subsidiary
Guarantor’s corporate existence. 
 Section 4.05 Covenant Suspension. 

(a) During any period of time that (x) the Notes have an Investment Grade Rating and (y) no Event of Default has occurred and is
continuing under this Indenture, the Company and its Restricted Subsidiaries shall not be subject to Sections 4.06, 4.07, 4.08, 4.09, 4.11, 4.14, 5.01(2), 5.01(3) and 5.02(3) (collectively, the “Suspended Covenants”).

 (b) If the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the
previous sentence (a “Fall-Away Period”) and, subsequently, the ratings assigned to the Notes are withdrawn or downgraded so the Notes no longer have an Investment Grade Rating, any such date a “Reversion Date,”
then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The ability of the Company and its Restricted Subsidiaries to make Restricted Payments after the Reversion Date will be calculated as if
the covenant governing Restricted Payments had been in effect during the entire period of time from the Issue Date. Notwithstanding the foregoing, the continued existence after the end of the Fall-Away Period of facts and circumstances or
obligations arising from transactions which occurred during a Fall-Away Period shall not constitute a breach of any Suspended Covenant set forth in this Indenture or cause an Event of Default thereunder. 

(c) The Company shall give the Trustee notice of the event of any Fall-Away Period not later than five Business Days after such date. In the
absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give 

  
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the Trustee notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee
shall assume the Suspended Covenants apply and are in full force and effect. 
 Section 4.06 Limitation on Incurrence of Additional
Indebtedness and Issuance of Preferred Stock. 
 (a) Other than Permitted Indebtedness, the Company will not, and will not cause or
permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively,
“incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur
Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt
and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. 

(b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect
of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being
treated as incurred pursuant to clause (2) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. 

(c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger,
consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such
Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. 

(d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any
agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by
its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions
that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). 

(e) For purposes of this Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness
solely by virtue of not having the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the
other Indebtedness. 

  
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 Section 4.07 Limitation on Restricted Payments. The Company will not, and will not
cause or permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any
distribution (other than dividends or distributions made to the Company or any Restricted Subsidiary and other than any dividends or distributions payable solely in Qualified Capital Stock of the Company) on or in respect of shares of the Capital
Stock of the Company or any Restricted Subsidiary to holders of such Capital Stock; 
 (2) purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Company or any Restricted Subsidiary (or make any other payment on account of, or set apart money for a sinking fund or other analogous fund for the purchase, redemption or other acquisition or
retirement for value of, any Capital Stock of the Company or any Restricted Subsidiary) other than through the exchange therefor solely of Qualified Capital Stock of the Company and other than any acquisition or retirement for value from, or payment
to, the Company or any Restricted Subsidiary; 
 (3) make any principal payment on, purchase, defease, redeem, prepay,
decrease or otherwise acquire or retire for value before twelve months prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or a Subsidiary Guarantor that is subordinate or
junior in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, as the case may be (other than a purchase, repurchase or other acquisition of any such subordinated or junior Indebtedness that is so purchased,
repurchased or otherwise acquired in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within 120 days of the date of such purchase, repurchase or other acquisition); or 

(4) make any Investment (other than a Permitted Investment) in any other Person; 

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”; provided,
however, that no Permitted Investment shall be deemed to be a Restricted Payment), if at the time of such Restricted Payment or immediately after giving effect thereto: 

(i) a Default or an Event of Default shall have occurred and be continuing; 

(ii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.06(a); or 

  
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 (iii) the aggregate amount of Restricted Payments (including such proposed
Restricted Payment) made after the Measurement Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property as determined in good faith by the Board of Directors of the Company) shall exceed the
sum (without duplication) of: 
 (a) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income
shall be a loss, minus 100% of such loss) of the Company earned after the Measurement Date and on or prior to the last date of the Company’s fiscal quarter immediately preceding such Restricted Payment (treating such period as a single
accounting period); plus 
 (b) 100% of the aggregate net cash proceeds, or the Fair Market Value of Property
(including any Property received in any Asset Acquisition or other acquisition) other than cash, received by the Company from any Person (other than a Restricted Subsidiary of the Company) from the issuance and sale of Qualified Capital Stock of the
Company after the Measurement Date (excluding any net cash proceeds from an Equity Offering used to redeem the Notes); plus 

(c) 100% of the aggregate net cash proceeds, or the Fair Market Value of Property (including any Property received in any Asset
Acquisition or other acquisition) other than cash, of any equity contribution received by the Company from a holder of the Company’s Capital Stock after the Measurement Date (excluding any net cash proceeds from an Equity Offering to the extent
used to redeem the Notes); plus 
 (d) an amount equal to the net reduction in Investments in Unrestricted
Subsidiaries resulting from dividends, interest payments, distributions, redemptions or repurchases, sales or other dispositions thereof, repayments of loans or advances, or other transfers of cash or Properties (including transfers as a result of
merger or liquidation), in each case to the Company or to any Restricted Subsidiary of the Company from Unrestricted Subsidiaries (but without duplication of any such amount included in calculating cumulative Consolidated Net Income of the Company),
or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (in each case valued as provided in Section 4.12), not to exceed, in the case of any such redesignation, the amount of Investments previously
made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary and which was treated as a Restricted Payment under this Indenture; plus 

(e) the amount by which Indebtedness of the Company is reduced on the consolidated balance sheet of the Company and its
Restricted Subsidiaries upon the conversion or exchange subsequent to the Measurement Date of any Indebtedness of the Company or its Restricted Subsidiaries that is convertible or exchangeable for Qualified Capital Stock of the Company (less the
amount of any cash, or the Fair Market Value of any other property, distributed by the Company to the holder of such Indebtedness upon such conversion or exchange); provided, 

  
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however, that the foregoing amount shall not exceed the Net Cash Proceeds, or the Fair Market Value of Property (including any Property received in any Asset Acquisition or other
acquisition) other than cash, received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Restricted Subsidiary of the Company); plus 

(f) an amount equal to the net reduction in Investments (other than Permitted Investments) resulting from dividends,
distributions, redemptions or repurchases, proceeds of sales or other dispositions thereof, interest payments, repayments of loans or advances, or other transfers of cash or Properties (including transfers as a result of merger or liquidation), in
each case to the Company or to any Restricted Subsidiary of the Company from any Person (other than the Company or a Restricted Subsidiary), or from the obligation underlying any guarantee previously entered into by the Company or a Restricted
Subsidiary no longer existing (and without such guarantee having been called upon), in each case not to exceed the amount in respect of such Investment which had been treated as a Restricted Payment (but without duplication of any such amount
included in calculating cumulative Consolidated Net Income of the Company). 
 Notwithstanding the foregoing, the provisions set forth in the immediately
preceding paragraph shall not prohibit: 
 (1) the payment of any dividend or redemption payment or the making of any
distribution within 60 days after the date of declaration thereof if the dividend, redemption or distribution payment, as the case may be, would have been permitted on the date of declaration; 

(2) the acquisition of any Capital Stock of the Company or any Restricted Subsidiary, either (i) solely in exchange for
shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of Qualified Capital Stock of the Company; 

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the
Company or any Subsidiary Guarantor that is subordinate or junior in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, as the case may be, either (i) solely in exchange for Qualified Capital Stock of the
Company, (ii) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of (a) Qualified Capital Stock of the Company or (b) Refinancing Indebtedness
or (iii) solely in exchange for Indebtedness constituting Refinancing Indebtedness; 
 (4) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value of any Disqualified Stock of the Company or any Subsidiary Guarantor either (i) through the application of the net proceeds of a substantially concurrent sale for cash (other
than to a Restricted Subsidiary of the Company) of Refinancing Indebtedness or (ii) solely in exchange for Indebtedness constituting Refinancing Indebtedness; 

  
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 (5) if no Default or Event of Default shall have occurred and be continuing, the
redemption or repurchase of equity interests in the Company held by then present or former officers, directors or employees of the Company; provided, that the aggregate cash consideration paid for all such redemptions or repurchases in any
calendar year shall not exceed $2.0 million plus (A) the cash proceeds received during such calendar year by the Company or any of its Restricted Subsidiaries from the sale of the Company’s Qualified Capital Stock to any such
officers, directors or employees (provided that the amount of such cash proceeds utilized for any such redemption or repurchase will not increase the amount available for Restricted Payments under clause (iii)(b) of the immediately preceding
paragraph) plus (B) the cash proceeds of key man life insurance policies received during such calendar year by the Company and its Restricted Subsidiaries (with unused amounts in any calendar year being carried forward to succeeding
calendar years); 
 (6) if no Default or Event of Default shall have occurred and be continuing, repurchases of Indebtedness
that is subordinated or junior in right of payment to the Notes or a Subsidiary Guarantee at a purchase price not greater than (i) 101% of the principal amount of such subordinated or junior Indebtedness and accrued and unpaid interest thereon in
the event of a Change of Control or (ii) 100% of the principal amount of such subordinated or junior Indebtedness and accrued and unpaid interest thereon in the event of an Asset Sale, in each case plus accrued interest, in connection with any
change of control offer or asset sale offer required by the terms of such Indebtedness, but only if: 
 (a) in the case of a
Change of Control, the Company has first complied with and fully satisfied its obligations under the provisions described under Section 4.13; or 

(b) in the case of an Asset Sale, the Company has complied with and fully satisfied its obligations in accordance with the
covenant under Section 4.08; 
 (7) the repurchase, redemption or other acquisition for value of
Capital Stock of the Company or any Restricted Subsidiary representing fractional shares of such Capital Stock in connection with a merger or consolidation involving the Company or Restricted Subsidiary or any other transaction permitted by this
Indenture; 
 (8) repurchases of Capital Stock deemed to occur upon the exercise or conversion of stock options, warrants or
other convertible securities if such Capital Stock represents a portion of the exercise or conversion price thereof; 
 (9)
the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Preferred Stock of any Restricted Subsidiary of the Company issued on or after the Issue Date in
accordance with the Consolidated EBITDAX Coverage Ratio test in Section 4.06(a); 

  
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 (10) the payment of any dividend or any similar distribution by a Restricted
Subsidiary to the holders (other than the Company or any Restricted Subsidiary) of Qualified Capital Stock of such Restricted Subsidiary; provided that such dividend or similar distribution is paid to all holders of such Qualified Capital
Stock on a pro rata basis based on their respective holdings of such Qualified Capital Stock; 
 (11) the defeasance,
repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary held by any current or former officers, directors or employees of the Company or any of its Restricted Subsidiaries
in connection with the exercise or vesting of any equity compensation (including, without limitation, stock options, restricted stock and phantom stock) in order to satisfy any tax withholding obligation with respect to such exercise or vesting;

 (12) any payments to dissenting stockholders not to exceed $5.0 million in the aggregate after the Issue Date
(x) pursuant to applicable law or (y) in connection with the settlement or other satisfaction of 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; 
 (13) any redemption of share purchase rights at a redemption price not to exceed $0.01 per
right; 
 (14) the purchase or redemption of any Acquired Subordinated Indebtedness of the Company or any Subsidiary
Guarantor, by application of (i) cash provided from operations in the ordinary course of business or (ii) proceeds from borrowings under the revolving portion of the Senior Credit Facility (so long as within 30 days prior to such purchase
or redemption, a corresponding amount of borrowings under the revolving portion of the Senior Credit Facility was repaid from cash provided from operations in the ordinary course of business); provided, in any such case, that the Company is
able to incur an additional $1.00 of Indebtedness pursuant to Section 4.06(a) after giving effect to such purchase or redemption; provided, further, that this clause (14) shall not permit the application of any proceeds
from any other borrowings under any Credit Facility to effect any such purchase or redemption; or 
 (15) any other
Restricted Payments, which when combined with any other outstanding Restricted Payments made pursuant to this clause (15), does not exceed the greater of (a) $30.0 million and (b) 2.0% of Adjusted Consolidated Net Tangible Assets determined at
the time of such Restricted Payment. 
 In determining the aggregate amount of Restricted Payments after the Measurement Date in accordance with clause
(iii) of the second preceding paragraph, amounts expended pursuant to clauses (1), (2), (3)(i), (3)(ii)(a), (7), (12) and (13) of the immediately preceding paragraph shall be included in such calculation, and amounts expended pursuant to
clauses (3)(ii)(b), (3)(iii), (4), (5), (6), (8), (9), (10), (11), (14) and (15) of the immediately preceding paragraph shall be excluded from such calculation. In determining the aggregate net cash proceeds or Fair Market Value of Property
other than cash received by the Company from the issuance and sale of Qualified Capital Stock in accordance with clause (3)(b) of the second preceding paragraph, 

  
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amounts of cash received by the Company pursuant to clauses (2)(ii) or (3)(ii)(a), or the Fair Market Value of Capital Stock of the Company or any Restricted Subsidiary or Indebtedness of the
Company or any Subsidiary Guarantor acquired or retired for value pursuant to clauses (2)(i) or (3)(i) of the immediately preceding paragraph shall be included in such calculation. For purposes of determining compliance with this covenant, in the
event that a Restricted Payment meets the criteria of more than one of the exceptions described in (1) through (15) above or is entitled to be made pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion,
classify such Restricted Payment, or later classify, reclassify or re-divide all or a portion of such Restricted Payment, in any manner that complies with this covenant. 

A sale will be deemed to be “substantially concurrent” if the related purchase, repurchase, redemption, defeasance, satisfaction and
discharge, retirement or other acquisition for value or payment of principal occurs within 90 days before or after such sale. 

Section 4.08 Limitation on Asset Sales. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless: 
 (1) the Company or the applicable 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 assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors); 

(2) either (a) at least 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may
be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition or (b) the Fair Market Value (determined at the time of receipt) of all forms of consideration other than cash and Cash
Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 15% of the Adjusted Consolidated Net Tangible Assets of the Company at the time such determination is made; and 

(3) the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale
within 360 days of receipt thereof either: 
 (a) to repay or prepay Indebtedness outstanding under the Senior Credit
Facility (or, if the Senior Credit Facility is no longer in existence, any of the Credit Facilities); 
 (b) to repay or
prepay any Indebtedness of the Company that is secured by a Lien permitted to be incurred pursuant to Section 4.10; 

(c) to make an investment (including, without limitation, capital expenditures) in (i) properties or assets that replace
the properties or assets that were the subject of such Asset Sale or (ii) properties or assets that will be used in the Crude Oil and Natural Gas Business of the Company and its Restricted Subsidiaries or in businesses reasonably related
thereto (collectively, “Replacement Assets”); 

  
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 (d) to make a Permitted Industry Investment or to acquire or make an investment
in Crude Oil and Natural Gas Related Assets; 
 (e) to the extent not included in (c) or (d) above, any investment in
(i) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary, (ii) Capital Stock constituting a minority interest in any Person that at
such time is a Restricted Subsidiary, and (iii) Capital Stock of any Subsidiary of the Company; provided that all the Capital Stock of such Subsidiary held by the Company or any of its Restricted Subsidiaries shall entitle the Company or
such Restricted Subsidiary to not less than a pro rata share of all dividends or other distributions made by such Subsidiary upon any of such Capital Stock; or 

(f) to make a combination of prepayment and investment permitted by the foregoing clauses (3)(a) through (3)(e). 

On the 361st day after an Asset Sale or such earlier date, if any, as the Board of
Directors of the Company determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a) through (3)(f) of the immediately preceding paragraph (each a “Net Proceeds Offer Trigger Date”), such
aggregate amount of Net Cash Proceeds which have been received by the Company or such Restricted Subsidiary but which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a) through (3)(f) of the
immediately preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary, as the case may be, to make an offer to purchase (a “Net Proceeds Offer”) on a date
(the “Net Proceeds Offer Payment Date”) not less than 30, nor more than 45, days following the applicable Net Proceeds Offer Trigger Date, from all Holders and, to the extent required by the terms of any Pari Passu Indebtedness, the
holders of such Pari Passu Indebtedness, on a pro rata basis, that principal amount of Notes (and Pari Passu Indebtedness) purchasable with the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Pari
Passu Indebtedness) to be purchased (or, in the event such other Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus unpaid accrued interest, if any, thereon to the date of purchase;
provided, however, that if at any time consideration other than cash or Cash Equivalents received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash or Cash Equivalents (other than interest received with respect to any such non-cash or non-Cash Equivalents consideration), then such conversion or
disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. 

The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of
$40.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $40.0 million shall be applied as required pursuant to this covenant). Pending
application of Net Cash Proceeds pursuant to this covenant, such Net Cash Proceeds may be temporarily invested in Cash Equivalents or applied to temporarily reduce revolving credit indebtedness. 

  
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 If the Net Proceeds Offer Payment Date is on or after an interest Regular 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 Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to holders who
tender Notes pursuant to the Net Proceeds Offer. 
 Notwithstanding the first two paragraphs of this covenant, the Company and its
Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that: 

(1) the consideration for such Asset Sale constitutes Replacement Assets and/or Crude Oil and Natural Gas Related Assets and/or
the assumption of obligations secured by Liens that burden some or all of the assets being sold and/or cash or Cash Equivalents; provided that, in the case of any such assumption, (a) the Person assuming such obligations shall have no
recourse with respect to such obligations to the Company or any of its Restricted Subsidiaries and (b) no assets of the Company or any of its Restricted Subsidiaries (other than those assets being sold) are subject to such Liens; and 

(2) such Asset Sale is for Fair Market Value; provided that at least 75% of the total consideration received by the
Company or any of its Restricted Subsidiaries in connection with any such Asset Sale shall be in the form of Replacement Assets and Crude Oil and Natural Gas Related Assets, the assumption of obligations secured by Liens described in (1) above,
cash or Cash Equivalents, or any combination of the foregoing, and that any Net Cash Proceeds so received shall be subject to the provisions of clause (3) of the first paragraph and to the provisions of the second paragraph of this covenant.

 For the purposes of clause (2) of both the first and immediately preceding paragraphs of this covenant and for the purposes of
clause (1) of the immediately preceding paragraph, the following are deemed to be cash or Cash Equivalents: 
 (1) the
assumption of Indebtedness or other liabilities shown on the balance sheet of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock
or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or liabilities in connection with such Asset Sale (or in lieu of such a release, the agreement of the
acquiror or its parent company to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness or liabilities accompanied by the posting of a letter of
credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of the liability and for so long as the liability remains outstanding; provided,
however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such
indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); and 

(2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or
such Restricted Subsidiary into cash within 180 days of the Asset Sale, to the extent of cash received in that conversion. 

  
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 The requirement of clause 3(c), 3(d) or 3(e) above shall be deemed to be satisfied if an
agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or investment referred to therein is entered into by the Company or any Restricted Subsidiary within the time period specified in clause
(3) and such Net Cash Proceeds are subsequently applied in accordance with such agreement within six months following such agreement. 

Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in exchange for
cash with the form entitled “Option of Holder to Elect to Purchase” on the reverse of the Note completed to the Paying Agent for the Notes at the address specified in the notice of the Net Proceeds Offer. To the extent Holders properly
tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness with an aggregate principal amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders and Pari Passu Indebtedness will be purchased on a pro
rata basis (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount based on the accreted value thereof) tendered). A Net Proceeds Offer shall
remain open for a period of 20 Business Days or such longer period as may be required by law. 
 The Company will comply with the
requirements of Rule 14e-1 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 Notes
pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of this Indenture, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of this Indenture by virtue thereof. 

If all or any portion of any Net Proceeds Offer Amount remains after consummation of a Net Proceeds Offer, the Company may use such remaining
portion of such Net Proceeds Offer Amount for any purpose not otherwise prohibited by this Indenture. 
 Section 4.09 Limitation on
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause 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 or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being
paid on Common Stock shall not be deemed a restriction on the ability to pay dividends or make distributions on or in respect of Capital Stock); 

  
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 (2) make loans or advances, or to pay any Indebtedness or other obligation owed,
to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made by a Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed by
the Company or such other Restricted Subsidiary, or of Indebtedness or any other obligation owed by any Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed by such Restricted
Subsidiary shall not be deemed a restriction on the ability of a Restricted Subsidiary to make loans or advances or to pay such Indebtedness or such other obligation); 

(3) guarantee any Indebtedness or any other obligation of the Company or any Restricted Subsidiary; or 

(4) transfer any of its property or assets to the Company or any other Restricted Subsidiary, 

except for such encumbrances or restrictions existing under or by reason of: 

(1) With respect to clauses (1)-(4) above: 

(a) applicable law; 

(b) any encumbrance or restriction pursuant to or by reason of an agreement in effect at the Issue Date; 

(c) (i) this Indenture or any other indentures governing Pari Passu Indebtedness; provided, however, that the
provisions relating to such encumbrances or restriction contained in any such other indenture are no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith
judgment than the provisions relating to such encumbrances or restrictions contained in this Indenture or (ii) instruments governing other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an
agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such instruments are not materially less
favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the Senior Credit Facility and in this Indenture as in effect on the Issue Date; 

(d) the Senior Credit Facility; 

(e) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted
Industry Investments”; 

  
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 (f) customary non-assignment provisions
of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; 
 (g) any encumbrance or
restriction pursuant to or by reason of an instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to such Restricted Subsidiary, or the properties or assets of such Restricted Subsidiary, other than the Person
or the properties or assets of the Person so acquired; 
 (h) customary restrictions with respect to a Restricted Subsidiary
of the Company pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets
or Capital Stock to be sold or disposed of; 
 (i) any instrument governing a Permitted Lien, to the extent and only to the
extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; 
 (j)
encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company
and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; 

(k) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant
to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k), or contained in any amendment to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k); provided, however, that
the provisions relating to such encumbrance or restriction contained in any such agreement governing Refinancing Indebtedness or amended agreement are, taken as a whole, no less favorable to the Holders in any material respect as determined by the
Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the applicable agreement referred to in such clause (b), (c), (d) or (g) or this clause
(k); 
 (l) Commodity Agreements, Currency Agreements or Interest Rate Agreements permitted from time to time under this
Indenture; 
 (m) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in
accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.06 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted
Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such
other Capital Stock); and 
 (n) restrictions on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business; and 

  
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 (2) with respect to clause (4) above only: 

(a) any encumbrance or restriction contained in security agreements, mortgages, purchase money agreements, Capitalized Lease
Obligations or similar instruments securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, mortgages, purchase money agreements or
similar instruments; 
 (b) restrictions on cash or other deposits imposed by customers under contracts entered into in the
ordinary course of business; 
 (c) provisions with respect to the disposition or distribution of assets or property in
operating agreements, joint venture agreements, development agreements, area of mutual interest agreements, unitization agreements and other agreements that are customary in the Crude Oil and Natural Gas Business and entered into in the ordinary
course of business; and 
 (d) provisions limiting the disposition or distribution of assets or property in, or transfer of
Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (i) in the ordinary course of business, consistent with past practice or
(ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements. 

Section 4.10 Limitation on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind, which Liens secure Indebtedness, against or upon any property or assets of the Company or any of its Restricted Subsidiaries (whether owned on the
Issue Date or acquired after the Issue Date), other than Permitted Liens, unless: 
 (1) in the case of Liens securing
Indebtedness that is expressly subordinate or junior in right of payment to the Notes or any Subsidiary Guarantee, the Notes or such Subsidiary Guarantee, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior
in priority to such Liens at least to the same extent as the Notes are senior in priority to such Indebtedness for so long as such Indebtedness is so secured; and 

(2) in all other cases, the Notes and the Subsidiary Guarantees are equally and ratably secured with the Indebtedness so
secured for so long as such Indebtedness is so secured. 

  
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 Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by
its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien. 

Section 4.11 Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or
the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that
are on terms that, taken as a whole, are fair and reasonable to the Company or the applicable Restricted Subsidiary and are no less favorable to the Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained
in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. 

Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments
or other property with a Fair Market Value in excess of $25.0 million shall be approved by a majority of the disinterested members of the Board of Directors of the Company, such approval to be evidenced by a Board Resolution stating that such
Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a
common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Company shall, prior to the consummation thereof, deliver an Officers’ Certificate to the Trustee certifying that such transaction complies with the
foregoing provision. 
 The restrictions set forth in the second paragraph of this covenant shall not apply to: 

(1) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or
consultants of the Company or any Restricted Subsidiary as determined in good faith by the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be; 

(2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or
among such Restricted Subsidiaries; provided, however, that such transactions are not otherwise prohibited by this Indenture; 

(3) any Investment or other Restricted Payments permitted by this Indenture; 

(4) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment or severance arrangements, stock options and stock ownership, phantom stock or other incentive compensation plans approved by the Board of Directors of the Company; 

(5) (a) loans or advances to officers, directors or employees in the ordinary course of business in accordance with the past
practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $5.0 million in the aggregate outstanding at 

  
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any one time; and (b) advances to or reimbursements of officers, directors or employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the
ordinary course of business; 
 (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company
to, or the receipt by the Company of any capital contribution from, the holders of its Capital Stock; 
 (7) transactions and
arrangements in effect, or effected in accordance with agreements or arrangements in effect, on the Issue Date, including any modifications, extensions or renewals thereof that do not adversely affect the Company and its Restricted Subsidiaries,
considered as a single enterprise in any material respect as compared to the kinds of transactions, arrangements or agreements in effect on the Issue Date; 

(8) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a
Subsidiary, an equity interest in, or controls, such Person; 
 (9) transactions with any joint venture or similar entity,
which joint venture or similar entity is an Affiliate of the Company solely because an Affiliate of the Company is a general partner in such joint venture or similar entity; provided that Affiliates (all such Affiliates taken together) of the
Company (other than the Company and its Restricted Subsidiaries) do not in the aggregate beneficially own or hold, directly or indirectly, 10% or more of any class of voting interests in such joint venture or similar entity; 

(10) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of Unrestricted
Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries for the benefit of
lenders or other creditors of Unrestricted Subsidiaries; and 
 (11) any transaction in which the Company or any of its
Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction
meets the requirements of the first paragraph of this covenant. 
 Section 4.12 Limitation on Restricted and Unrestricted
Subsidiaries. At the time the Notes are originally issued, both of the Subsidiaries of the Company (Circle B Land Company LLC and Aurora Gathering, LLC) will be Restricted Subsidiaries. As the Company or any of its Subsidiaries forms or acquires
Subsidiaries, each newly formed or acquired Subsidiary shall be designated by the Company’s Board of Directors as a Restricted Subsidiary or an Unrestricted Subsidiary; provided that (1) any Subsidiary of any already existing
Unrestricted Subsidiary shall be (and shall be deemed designated as) an Unrestricted Subsidiary (without necessity for any Board of Directors resolution), (2) subject to the foregoing clause (1), any designation of an


  
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Unrestricted Subsidiary (other than during any Fall-Away Period) shall be effective only if the Investment in that Subsidiary is made in compliance with Section 4.07,
and (3) subject to the foregoing clause (1), any failure by the Company’s Board of Directors to affirmatively make such a designation of a Subsidiary shall be deemed a designation (in compliance with this Indenture) of such Subsidiary as a
Restricted Subsidiary. After a Subsidiary of the Company has been designated as an Unrestricted Subsidiary, the Board of Directors of the Company may, if no Default or Event of Default would arise therefrom, redesignate such Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that: 
 (1) any such redesignation shall be deemed to be an incurrence as of
the date of such redesignation (other than during any Fall-Away Period) by the Company and its Restricted Subsidiaries of the Indebtedness (if any) of such redesignated Subsidiary for purposes of Section 4.06; 

(2) unless such redesignated Subsidiary shall not have any Indebtedness outstanding, other than Indebtedness which would be
Permitted Indebtedness, no such designation shall be permitted (other than during any Fall-Away Period) if immediately after giving effect to such redesignation and the incurrence of any such additional Indebtedness the Company could not incur $1.00
of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06(a); and 
 (3) other than
during any Fall-Away Period, such Subsidiary assumes by execution of a supplemental indenture all of the obligations of a Subsidiary Guarantor under a Subsidiary Guarantee if the aggregate Indebtedness for which such Subsidiary is an obligor or
guarantor is at least $10.0 million in aggregate principal amount. 
 After a Subsidiary of the Company has been designated as a
Restricted Subsidiary, the Board of Directors of the Company also may, if no Default or Event of Default would arise therefrom, redesignate any Restricted Subsidiary to be an Unrestricted Subsidiary if such redesignation is at that time permitted
under Section 4.07. Upon such permitted redesignation, such former Restricted Subsidiary’s Subsidiary Guarantee will be released. 

Any such designation or redesignation (other than any deemed designation referred to in clause (1) of the proviso to the first paragraph
of this covenant) of an Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by the filing with the Trustee of a certified copy of the resolution of the Board of Directors giving effect to such designation or
redesignation and an Officers’ Certificate certifying that such designation or redesignation complied with the foregoing conditions and setting forth in reasonable detail the underlying calculations. 

For purposes of Section 4.07: 

(1) an “Investment” shall be deemed to have been made at the time any Restricted Subsidiary is designated as an
Unrestricted Subsidiary in an amount (proportionate to the Company’s equity interest in such Subsidiary) equal to the net worth of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated as an Unrestricted
Subsidiary (“net worth” to be calculated based upon the Fair Market Value of the assets of such Subsidiary as of any such date of designation as such Fair Market Value is determined in good faith by the Company’s Board of
Directors); and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market
Value at the time of such transfer as such Fair Market Value is determined in good faith by the Company’s Board of Directors. 

  
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 Notwithstanding the foregoing, the Board of Directors may not designate any Subsidiary of the
Company to be an Unrestricted Subsidiary (other than during any Fall-Away Period) if, after such designation or redesignation: 

(1) the Company or any Restricted Subsidiary: 

(a) provides credit support for, or a guarantee of, any Indebtedness of such Subsidiary (including any undertaking, agreement
or instrument evidencing such Indebtedness); or 
 (b) is otherwise directly or indirectly liable for any Indebtedness of
such Subsidiary; or 
 (2) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any
Restricted Subsidiary which (a) is not a Subsidiary of the Subsidiary to be so designated and (b) is not also then being designated as an Unrestricted Subsidiary. 

During any Fall-Away Period, a Restricted Subsidiary may be redesignated an Unrestricted Subsidiary only if such Restricted Subsidiary does
not own, at that time, Restricted Property, unless such Restricted Subsidiary constitutes, at the time of redesignation, less than 15% of the Company’s Adjusted Consolidated Net Tangible Assets. 

Section 4.13 Change of Control. 

(a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or any portion of
such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus unpaid accrued interest, if any, thereon to the date of purchase
(subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date). 

(b) Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, postage prepaid,
a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the following: 

(1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus unpaid accrued interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Regular
Record Date to receive interest on the relevant Interest Payment Date); 

  
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 (2) the purchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed; such purchase date, the “Change of Control Payment Date”); and 

(3) the instructions, as determined by the Company, consistent with the covenant described hereunder, that a Holder must follow
in order to have its Notes purchased. 
 (c) Holders electing to have a Note purchased pursuant to a Change of Control Offer will be
required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent for the Notes at the address specified in the notice prior to the close of business on
the third Business Day prior to the Change of Control Payment Date. If the Change of Control Payment Date is on or after an interest Regular 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 Note is registered at the close of business on the Regular Record Date, and no additional interest will be payable to holders who tender pursuant to the Change of Control Offer. 

(d) The Company will not be required to make a Change of Control Offer following a Change of Control if (i) 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 Notes validly tendered and not withdrawn
under such Change of Control Offer or (ii) notice of redemption of all Notes has been given pursuant to this Indenture as described in Section 3.03 unless there is a default in payment of the applicable redemption
price. 
 (e) Any Change of Control Offer may be made in advance of a Change of Control, and, at the Company’s discretion, conditioned
upon the occurrence of such Change of Control, if a definitive agreement is in effect for the Change of Control at the time of making the Change of Control Offer. 

(f) Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to the obligation to make a Change of
Control Offer. 
 (g) A Change of Control Offer shall remain open for a period of 20 Business Days or such longer period as may be required
by law. The Company will comply with the requirements of Rule 14e-1 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 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of this Indenture, the Company shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of this Indenture by virtue thereof. 

  
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 Section 4.14 Additional Subsidiary Guarantors. If, after the Issue Date, any
Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary but excluding any Foreign Subsidiary and further excluding any Non-Guarantor Restricted Subsidiary
if the Consolidated Net Worth of such Non-Guarantor Restricted Subsidiary, together with the Consolidated Net Worth of all other Non-Guarantor Restricted Subsidiaries,
as of such date, does not exceed $10.0 million in the aggregate) incurs or guarantees any Indebtedness, which when combined with any other such Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least
$10.0 million in aggregate principal amount, the Company shall cause such Restricted Subsidiary to: 
 (1) execute and
deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B attached hereto and otherwise in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally
guarantee all of the Company’s obligations under the Notes and the Indenture on the terms set forth in the Indenture; and 

(2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and
delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary in accordance with its terms. 

Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the Indenture, subject to such Restricted
Subsidiary ceasing to be a Subsidiary Guarantor when its Subsidiary Guarantee is released in accordance with the terms of the Indenture. 

In addition, to the extent the collective Consolidated Net Worth of the Non-Guarantor Restricted
Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $10.0 million, the Company shall, within 60 days after such date, cause one
or more of such Non-Guarantor Restricted Subsidiaries to deliver to the Trustee such a supplemental indenture and opinion as specified in clauses (1) and (2) of the second preceding paragraph (and thereby
cause such Non-Guarantor Restricted Subsidiary(ies) to cease to be Non-Guarantor Restricted Subsidiary(ies)), such that the collective Consolidated Net Worth of all
remaining Non-Guarantor Restricted Subsidiaries does not exceed $10.0 million in the aggregate. 

Section 4.15 Waiver of Covenants. The Company or any Subsidiary Guarantor may omit in any particular instance to comply with any
term, provision or condition set forth in any of Sections 4.02 through 4.14 or Article 5 of this Indenture or any other provision of the Indenture with respect to the Notes and Subsidiary Guarantees thereof (except a covenant
that under Section 8.02 cannot be amended without the consent of each Holder) if, before the time for such compliance, the Holders of a majority in principal amount (including waivers obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) of all Outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and any Subsidiary Guarantor and the duties of the Trustee in respect of
any such term, provision or condition shall remain in full 

  
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force and effect. A waiver of compliance given by or on behalf of any Holder of Notes in connection with a purchase of, or tender or exchange offer for, such Holder’s Notes will not be
rendered invalid by such purchase, tender or exchange. 
 Section 4.16 Statement by Officers as to Default. 

(a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the Issue Date, an
Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture with respect to the Notes
(without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge; 

(b) Each Subsidiary Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the
Issue Date, a Guarantor’s Officers’ Certificate of such Guarantor, stating whether or not to the best knowledge of the signers thereof such Guarantor is in default in the performance and observance of any of the terms, provisions and
conditions of the Indenture with respect to the Notes and Subsidiary Guarantees thereof (without regard to any period of grace or requirement of notice provided hereunder) and, if such Guarantor shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge. 
 Section 4.17 Money for Notes Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to the Notes, it will, on or before each due date of the principal of or any premium or interest, if any, on the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or
failure so to act. 
 ARTICLE 5 

SUCCESSOR CORPORATION 

Section 5.01 When Company May Merge or Transfer Assets. The Company will not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or
substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), unless: 

(1) either: 

(a) (i) the Company shall be the surviving or continuing entity or (ii) the sale or other disposition is by one or more
Restricted Subsidiaries to one or more other Restricted Subsidiaries; or 

  
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 (b) the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition all or substantially all of the Company’s assets (as so determined) (the “Surviving Entity”): 

(x) shall be an entity organized and validly existing under the laws of the United States or any state thereof or the District
of Columbia; and 
 (y) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, the due
and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; 

(2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including
giving effect to any Indebtedness incurred or anticipated to be incurred or repaid in connection with or in respect of such transaction as if the same had occurred at the beginning of the applicable Four Quarter Period) and the application of any
net proceeds therefrom, the Company or such Surviving Entity, as the case may be, either (x) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06(a), or
(y) would have a Consolidated EBITDAX Coverage Ratio that is equal to or greater than the Consolidated EBITDAX Coverage Ratio of the Company immediately prior to such transaction; provided, however, that this clause (2) will
not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or one or more other Restricted Subsidiaries or (B) the Company merging with an
Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction, converting to an entity taxable for federal income tax purposes as a corporation or a combination of the foregoing; 

(3) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including,
without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred or repaid and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing;
provided, however, that this clause (3) will not be applicable to a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or one or more other Restricted
Subsidiaries; and 
 (4) the Company or the Surviving Entity, as the case may be, 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, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture complies with the applicable provisions of this 

  
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Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that such counsel may rely, as to matters of fact,
on a certificate or certificates of officers of the Company. 
 For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
 Upon
any consolidation or merger or any transfer or other disposition of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the Surviving Entity, the Surviving Entity formed by such
consolidation or into which the Company is merged or to which such conveyance, lease or transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and
the Notes with the same effect as if such Surviving Entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s assets) the Company will be relieved of all obligations and covenants
under the Indenture and the Notes. 
 Section 5.02 When Subsidiary Guarantor May Merge or Consolidate. Each Subsidiary Guarantor (other
than any Subsidiary Guarantor whose Subsidiary Guarantee is to be released in accordance with the terms of the Subsidiary Guarantee and this Indenture in connection with any transaction complying with the provisions of this Indenture described under
Section 4.08) will not, and the Company will not cause or permit any such Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Company or another Restricted Subsidiary that is a
Subsidiary Guarantor unless: 
 (1) the entity formed by or surviving any such consolidation or merger (if other than the
Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is an entity organized and existing under the laws of the United States or any state thereof or the District of Columbia; 

(2) such entity (if other than the Subsidiary Guarantor) assumes by execution of a supplemental indenture all of the
obligations of the Subsidiary Guarantor under its Subsidiary Guarantee; and 
 (3) immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be continuing. 
 Any merger or consolidation of a Subsidiary Guarantor
with and into the Company (with the Company being the surviving entity) or another Restricted Subsidiary that is a Subsidiary Guarantor need only comply with Section 5.01(4). 

Upon any consolidation or merger of any Subsidiary Guarantor in accordance with the second preceding paragraph (excluding any merger or
consolidation of a Subsidiary Guarantor whose Subsidiary Guarantee is to be released as specified in the second preceding paragraph and any merger or consolidation of a Subsidiary Guarantor referred to in the immediately


  
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preceding paragraph) in which such Subsidiary Guarantor is not the continuing Person, the Person formed by such consolidation or into which such Subsidiary Guarantor is merged shall succeed to,
and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture and the Notes with the same effect as if such Person had been named as such; and thereafter such Subsidiary Guarantor shall be
discharged from all obligations and covenants, this Indenture and the Notes. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. Each of the following events shall constitute an “Event of Default” with respect
to the Notes: 
 (1) the failure to pay interest on any Notes when the same becomes due and payable and the failure continues
for a period of 30 days; 
 (2) the failure by the Company to (a) pay the principal on any Notes, when such principal
becomes due and payable, at maturity, upon redemption or otherwise, or (b) consummate a purchase of Notes when required pursuant to Section 4.08 and Section 4.13, which failure, solely in the
case of Section 4.13, continues for a period of 30 days or, solely in the case of Section 4.08, continues for a period of 30 days after the Company receives written notice specifying the default
(and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (including any Additional Notes); 

(3) the failure to comply with any other covenant contained in Article 4 or Section 5.01 of
this Indenture, which failure continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the Outstanding
principal amount of the Notes (including any Additional Notes) (except in the case of a failure to comply with any of the terms or provisions of (i) the first paragraph of Section 5.01, which will constitute an Event
of Default with such notice requirement but without such passage of time requirement or (ii) Section 4.03, which will constitute an Event of Default only after a period of 90 days after such notice); 

(4) the failure of the Company or any Subsidiary Guarantor to comply with its other agreements contained in the Indenture for
60 days after the Company receives written notice from the Trustee or the Holders of 25% in principal amount of the Outstanding Notes (including any Additional Notes) specifying the failure (and demanding that such failure be remedied); 

(5) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness of the Company or of any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary), whether such Indebtedness exists on the Issue Date or is created thereafter, which default
(i) is caused by a failure to pay principal of or 

  
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premium, if any, or interest on such Indebtedness after any applicable grace period provided in such Indebtedness on the date of such default (a “payment default”) or
(ii) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a
payment default or the maturity of which has been so accelerated, aggregates at least $50.0 million; 
 (6) one or more
judgments for the payment of money in an aggregate amount in excess of $50.0 million (unless covered by insurance by a reputable insurer as to which the insurer has not disclaimed coverage) shall have been rendered against the Company or any of
its Restricted Subsidiaries and such judgment(s) remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; 

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

(A) commences a voluntary case; 

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

(C) consents to the appointment of a receiver of it or for any substantial part of its property; or 

(D) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating
to insolvency; or 
 (y) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

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

(B) appoints a receiver of the Company or any of its Significant Subsidiaries or for any substantial part of its property;

 (C) orders the winding up or liquidation of the Company or any of its Significant Subsidiaries; or 

(D) grants any similar relief under any foreign laws, 

and in each such case the order or decree remains unstayed and in effect for 60 days; or 

(8) any of the Subsidiary Guarantees cease to be in full force and effect or any of the Subsidiary Guarantees are declared to
be null and void or invalid and 

  
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unenforceable or any of the Subsidiary Guarantors denies or disaffirms its liability under its Subsidiary Guarantees (other than by reason of release of a Subsidiary Guarantor in accordance with
the terms of this Indenture). 
 The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The Company shall deliver to the Trustee, as promptly as reasonably practicable and in any event within ten Business Days after the Company
becomes aware of the occurrence of any Default or Event of Default, written notice in the form of an Officers’ Certificate of such Default or Event of Default, unless such Default or Event of Default has been cured before the end of the ten-Business Day period. 
 Any reference in this Article 6 or elsewhere in this Indenture to
“Event of Default” shall be deemed to refer to and include only the Events of Default with respect to the Notes specified in this Section 6.01, and the term “Default” as so used in this Indenture shall
have a correlative meaning. 
 Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in
Section 6.01(7) with respect to the Company) occurs and is continuing, the Trustee, in the event a Responsible Officer of the Trustee has actual knowledge of such Event of Default, by notice in writing to the Company, or
the Holders of at least 25% in aggregate principal amount of the Notes (including any Additional Notes) then Outstanding by notice in writing to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid
interest on all the Notes Outstanding to be immediately due and payable, which notice shall specify the Event of Default and that it is a “notice of acceleration”. Upon such a declaration, such accelerated amount shall be due and payable
immediately. If an Event of Default specified in Section 6.01(7) with respect to the Company occurs and is continuing, the unpaid principal of, premium, if any, and accrued and unpaid interest on all the Notes Outstanding
shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 

Notwithstanding the foregoing, if an Event of Default specified in clause (5) of Section 6.01 shall have occurred and be continuing,
such Event of Default and any acceleration resulting therefrom shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid, or (ii) the default relating to such Indebtedness has
been waived or cured and, if such Indebtedness has been accelerated, the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. 

The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding by notice to the Trustee and the Company and
without notice to any other Holder may rescind and cancel any declaration of acceleration and its consequences: 
 (1) if the
rescission would not conflict with any judgment or decree; 

  
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 (2) if all existing Events of Default have been cured or waived except nonpayment
of principal or interest that has become due solely because of such acceleration; 
 (3) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements
and advances; and 
 (5) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(7), the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived. 

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

Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of the principal amount plus accrued and unpaid interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of the Notes 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. 
 Section 6.04 Waiver of Past Defaults. At any time prior to the
declaration of acceleration of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding by notice to the Trustee and without notice to any other Holder may waive (including any waivers obtained in
connection with a purchase of, or tender or exchange offer for, the Notes) any existing Default or Event of Default and its consequences except an Event of Default described in Section 6.01(2)(a) and Section 6.01(1).
When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 

Section 6.05 Control by Majority. Subject to the provisions of the Indenture and applicable law, the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding have the right to direct in writing the time, method and place of conducting any proceeding for 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 that the Trustee reasonably determines is unduly prejudicial to the rights of any other Holder or would in the opinion of its counsel
potentially involve the Trustee in personal liability. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to the Trustee in its reasonable discretion against all losses and expenses caused by taking
or not taking such action. 

  
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 Section 6.06 Limitation on Suits. Subject to Section 6.07,
a Holder may not pursue any remedy with respect to this Indenture or the Notes or for the appointment of a receiver or a trustee, unless: 

(a) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default; 

(b) the Holders of at least 25% in aggregate principal amount of the Notes at the time Outstanding make a written request and
shall have offered reasonable indemnity to the Trustee to institute such proceeding as Trustee; 
 (c) the Trustee has failed
to institute such remedy within 60 days after such written notice, request and offer; and 
 (d) the Trustee has not received
from the Holders of a majority in aggregate principal amount of the Notes then Outstanding a direction inconsistent with such request within 60 days after such written notice, request and offer. 

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

Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the principal amount, redemption price, Make-Whole Price, Net Proceeds Offer Amount (with respect to an Asset Sale that has been consummated), any amounts due under Section 4.13 (with respect to a
Change of Control that has occurred) or interest, if any, in respect of the Notes held by such Holder, on or after the respective due dates expressed in such Holder’s Notes or any Redemption Date, Net Proceeds Offer Payment Date or Change of
Control Payment Date, 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 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or
Section 6.01(2)(a) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest) and
the amounts provided for in Section 13.07. 
 Section 6.09 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, a Subsidiary Guarantor, its creditors or its
property 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 receiver 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 reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 13.07. 

  
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 Section 6.10 Priorities. If the Trustee collects any money or property pursuant to
this Article 6, it shall pay out the money or property in the following order: 
 FIRST: to the Trustee for amounts
due under Section 13.07; 
 SECOND: to Holders for amounts due and unpaid on the Notes for the principal amount,
redemption price, Make-Whole Price, Net Proceeds Offer Amount (with respect to an Asset Sale that has been consummated), any amount due under Section 4.13 (with respect to a Change of Control that has occurred) or interest,
if any, as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Notes; and 

THIRD: the balance, if any, to the Company or, if applicable, the Subsidiary Guarantors. 

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 Company shall mail to each Holder and the Trustee a notice that states the record date, the payment date and the 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 and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Notes at the time
Outstanding. 
 Section 6.12 Waiver of Stay or Extension Laws. The Company and the Subsidiary Guarantor (to the extent they may
lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension 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 and the Subsidiary Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 ARTICLE 7 

DISCHARGE OF INDENTURE 

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange
of the Notes, as expressly provided for in the Indenture) as to all Outstanding Notes and as to all Subsidiary Guarantees thereof, and the Trustee, upon a Company Request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of the Indenture with respect to such Notes and Subsidiary Guarantees, when: 
 (1)
either: 
 (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been
replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for
cancellation; or 
 (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or
will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company has irrevocably deposited or caused to be deposited with the Trustee funds (constituting cash in U.S. dollars, non-callable Cash Equivalents within the meaning of clauses (1) or (2) of the definition thereof or a combination of cash in U.S. dollars and such non-callable Cash
Equivalents) in an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and
interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; 

(2) the Company has paid all other sums payable under this Indenture by the Company; and 

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all
conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of
officers of the Company. 
 Notwithstanding the satisfaction and discharge of the Indenture with respect to the Notes, the obligations of
the Company to the Trustee under Section 13.07, the obligations of the Trustee to any Authenticating Agent under Section 13.14, and, if funds shall have been deposited with the Trustee pursuant to subclause (b) of Clause (1) of
this Section with respect to such Notes, the obligations of the Company under Section 4.02 and the obligations of the Trustee under the following paragraph, Section 13.06 and the last paragraph of
Section 4.01 with respect to such Notes shall survive such satisfaction and discharge. 
 Subject to the
provisions of the last paragraph of Section 4.01, all funds deposited with the Trustee pursuant to this Article 7 shall be held in trust and applied by it, in accordance with the provisions of the Notes and the
Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for


  
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whose payment such funds have been deposited with the Trustee. The Company may direct by a Company Order the investment of any funds deposited with the Trustee pursuant to this Article 7,
without distinction between principal and income, in any Cash Equivalents and from time to time the Company may direct the reinvestment of all or a portion of such funds in other Cash Equivalents. 

ARTICLE 8 
 AMENDMENTS

 Section 8.01 Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may enter into any
supplemental indenture to amend or supplement the Indenture (including this Indenture) or the Notes without notice to, or the consent of, any Holder to: 

(a) evidence the assumption of the Company’s or a Guarantor’s obligations under the Indenture or the Notes or the
Subsidiary Guarantees, as the case may be, by a successor Person under Article 5; 
 (b) surrender any of the
Company’s or any Guarantor’s rights or powers under this Indenture; 
 (c) add covenants or Events of Default for
the benefit of the Holders; 
 (d) add any Person as an additional Guarantor or additional Guarantees with respect to the
Notes (including pursuant to Section 4.14) or evidence the release and discharge of any Guarantor from its obligations under its Guarantees of the Notes and its obligations under this Indenture with respect to the Notes in
accordance with the terms of this Indenture or to secure the Notes or any Guarantees; 
 (e) cure any omission or correct any
inconsistency in the Indenture or to make any other provisions with respect to matters or questions arising under the Indenture, so long as such action will not materially adversely affect the interests of the Holders; 

(f) cure any ambiguity, defect or inconsistency; 

(g) modify or amend the Indenture to permit the qualification of the Indenture under the Trust Indenture Act; 

(h) establish the forms or terms of the Notes and the Guarantees thereof pursuant to Sections 1.01 and 1.02 and to
change the procedures for transferring and exchanging Notes so long as such change does not adversely affect the Holders of any Notes Outstanding; 

(i) evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Notes
and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements of
Section 13.11; 

  
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 (j) provide for the issuance of Additional Notes as permitted by Sections 1.01
and 1.03 of this Indenture, which will have terms substantially identical to the other Notes Outstanding except as specified in Sections 1.01 and 1.03, and which will be treated, together with any other Notes Outstanding, as a single
class for all purposes of the Indenture; 
 (k) solely to conform the provisions of the Indenture or the Notes to the
description hereof and thereof contained in the Offering Memorandum relating to the Notes dated April 25, 2017; or 

(l) make any other change to the Indenture or forms or terms of the Notes that would provide any additional right or benefit to
Holders or that does not adversely affect the rights of the Holders. 
 The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section 8.01 may be executed by the Company, the
Subsidiary Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.02. 

After an amendment under this Section 8.01 becomes effective, the Company shall mail to Holders a notice briefly
describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 

Section 8.02 With Consent of Holders. With the consent of the Holders of a majority in aggregate principal amount of the Notes at
the time Outstanding (including the consents obtained in connection with a purchase of, or tender or exchange offer for, Notes), by Act of said Holders delivered to the Company and the Trustee, the Company, the Subsidiary Guarantors and the Trustee
may enter into any supplemental indenture to amend or supplement the Indenture or the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Notes or the Indenture or of modifying in
any manner the rights of the Holders of the Notes under the Indenture. However, no amendment, supplement or waiver may be made without the consent of each Holder of Notes Outstanding affected thereby if such amendment, supplement or waiver would
(with respect to Notes held by any non-consenting Holder): 
 (a) reduce the amount
of Notes whose Holders must consent to an amendment; 
 (b) reduce the rate of or change or have the effect of changing the
time for payment of interest, including defaulted interest, on any Notes; 

  
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 (c) reduce the principal of or change or have the effect of changing the fixed
maturity of any Notes; 
 (d) reduce the amount payable upon the redemption of any Note or change the time at which any Note
may be redeemed as described in Section 3.01 on the dates specified thereunder; provided, however, that solely for the avoidance of doubt and without any other implication, redemption shall not be deemed to
include any purchase or repurchase of Notes; 
 (e) make the Notes payable in money other than that stated in the Notes; 

(f) make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and
interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; 

(g) amend, change or modify in any material respect the obligation of the Company (A) to make and consummate a Change of
Control Offer in the event a Change of Control has occurred or (B) to make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions applicable to any such Change
of Control or Asset Sale that has occurred or been consummated; 
 (h) modify or change any provision of the Indenture or the
related definitions affecting the ranking in right of payment of the Notes or any Subsidiary Guarantee as senior unsecured indebtedness of the Company or the relevant Subsidiary Guarantors, as the case may be, in a manner which adversely affects the
Holders; 
 (i) to provide for the issuance of Additional Notes under the Indenture in accordance with the limitations set
forth in the Indenture; or 
 (j) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee
or the Indenture otherwise than in accordance with the terms of the Indenture. 
 It shall not be necessary for the consent of the Holders
under this Section 8.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent approves the substance thereof. 

A consent to any indenture supplemental hereto by or on behalf of any Holder of Notes given in connection with a purchase of, or tender or
exchange offer for, such Holder’s Notes will not be rendered invalid by such purchase, tender or exchange. 
 After a supplemental
indenture under this Section 8.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment or supplemental indenture. Notwithstanding anything in this
Section 8.02 to the contrary, the failure of the Company to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. 

  
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 Upon the request of the Company, accompanied by a copy of a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee of the Act of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

Section 8.03 Compliance with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act. 
 Section 8.04 Notation on or Exchange of Notes. Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Notes. 
 Section 8.05 Trustee to Sign Supplemental Indentures. The Trustee shall sign any supplemental
indenture authorized pursuant to this Article 8 if the amendment contained therein does not affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In
signing such supplemental indenture the Trustee shall be provided with, and (subject to the provisions of Section 13.01 hereof) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and represents the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 

Section 8.06 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, the Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

ARTICLE 9 
 LEGAL
DEFEASANCE AND COVENANT DEFEASANCE 
 Section 9.01 Legal Defeasance and Covenant Defeasance. The Company may, at its option
and at any time, elect to have its obligations and the corresponding obligations of the Subsidiary Guarantors discharged with respect to the Outstanding Notes (“Legal Defeasance”). Such Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes, and satisfied all of its obligations with respect to the Notes, except for: 

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when
such payments are due; 

  
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 (2) the Company’s obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments; 

(3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith;
and 
 (4) the Legal Defeasance provisions of this Indenture. 

In addition, the Company may, at its option and at any time, elect to terminate its obligations under Section 4.03,
Sections 4.06 through 4.14 and the operation of Section 6.01(2)(b), Sections 6.01(3) through (6) and Section 6.01(8) and the limitations described in clause
(2) of the first paragraph of Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes (“Covenant
Defeasance”). In the event of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. In the event Covenant Defeasance occurs, the events described in clauses (2)(b), (3), (4), (5),
(6) and (8) of Section 6.01 will no longer constitute an Event of Default with respect to the Notes. If the Company exercises either its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor will be
released and relieved of any obligations under its Subsidiary Guarantee. 
 Section 9.02 Conditions to Legal Defeasance or Covenant
Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: 
 (1) the Company must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders cash in United States dollars, non-callable United States government obligations, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be; 
 (2) in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States 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 date of
this Indenture, there has been a change in the applicable federal income tax law, to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

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

(4) no Default or Event of Default, of which the Trustee is deemed to have notice, shall have occurred and be continuing on the
date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be
applied to such deposit); 
 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under the Indenture (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of
which are to be applied to such deposit) or any other Indebtedness incurred under clause (2) of the definition of “Permitted Indebtedness”; 

(6) 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 over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; 

(7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent
relating to such Legal Defeasance or Covenant Defeasance, as applicable, have been complied with; and 
 (8) the Company
shall have delivered to the Trustee an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent relating to such Legal Defeasance or Covenant
Defeasance, as applicable, have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. 

As used herein, “United States government obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any United States government 

  
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obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or
interest on any United States government obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the United States government obligation or the specific payment of principal or interest evidenced by such depositary receipt. 

Section 9.03 Application of Trust Money. 

(a) The Trustee or Paying Agent shall hold in trust all cash in United States dollars or non-callable
United States government obligations deposited with it pursuant to this Article 9 in respect of the Outstanding Notes, and shall apply the deposited cash in United States dollars and non-callable United
States government obligations in accordance with this Indenture to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent or any Subsidiary Guarantor or any Subsidiary or Affiliate of the
Company or any Subsidiary Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of the principal of and the interest on the Notes, but money and United
States government obligations so held in trust need not be segregated from other funds except to the extent required by law. The Trustee shall be under no obligation to invest said funds, except as it may agree with the Company. 

(b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in United
States dollars and non-callable United States government obligations deposited pursuant to Section 9.02, or the principal and interest received in respect thereof, other than any such
tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. 
 (c) Anything in this Article 9
to the contrary notwithstanding, the Trustee shall promptly deliver or pay to the Company from time to time upon the request of the Company any funds or United States government obligations held by it as provided in
Section 9.02 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 9.04 Repayment to the
Company. Any cash in United States dollars or non-callable United States government obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of or interest on the Notes and remaining unclaimed for two years after such principal or interest has become due and payable shall be repaid to the Company on its request or (if then held by the Company) will be discharged from such
trust; and the Holders will thereafter be permitted to look only to the Company (unless an applicable law designates another Person) for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust funds, and all
liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense and written request of the Company cause
to be published once, in the New York Times and The 

  
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Wall Street Journal (national edition), or mail to each Holder entitled to such funds, notice that such money remains unclaimed and that, after a date specified therein, which will not be less
than thirty (30) days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 9.05 Reinstatement. If the Trustee or Paying Agent is unable to apply any funds in accordance with this Article 9
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, or if the funds deposited with the Trustee to effect Covenant Defeasance
are insufficient to pay the principal of, and interest on, the Notes when due, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9
until such time as the Trustee or Paying Agent is permitted to apply all such funds in accordance with this Article 9; provided, however, that if the Company has made any payment of interest on, or principal of, any Notes
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the funds held by the Trustee or Paying Agent. 

ARTICLE 10 
 PAYMENT OF
INTEREST 
 Section 10.01 Payment of Interest. The Company shall pay interest on the Notes at a rate of 8.75% per annum,
payable semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2017. Interest shall be paid on each Interest Payment Date to the Holder of such
Note in whose name the Note is registered at 5:00 p.m. (New York City time) on June 1 or December 1 (whether or not a Business Day) (a “Regular Record Date”), as the case may be, next preceding the related Interest Payment
Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. In the event of the maturity, or purchase of a Note by the Company at
the option of the Holder, interest shall cease to accrue on such Note. Interest on the Notes shall accrue (except, in the case of Additional Notes, as otherwise specified in the Officers’ Certificate delivered pursuant to
Section 1.03 of this Indenture in respect thereof) from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. 

Holders of Notes at 5:00 p.m. (New York City time) on a Regular Record Date shall receive payment of interest payable on the corresponding
Interest Payment Date. 
 Section 10.02 Defaulted Interest. Any installment of interest that is payable, but is not punctually
paid or duly provided for on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Regular Record Date applicable to such installment of
interest. The Company shall make payment of any Defaulted Interest (including any interest on such Defaulted Interest) to the Holders in whose names the Notes are registered at 5:00 p.m. (New York City time) on a special record date for the payment
of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid 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 

  
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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 deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 10.02. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest, which shall be not more than 15 calendar days and not less than ten calendar days prior to the date of the proposed payment and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, by
first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the registration books of the Registrar, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Holders in whose names the Notes are registered at 5:00 p.m. (New York City time) on such Special Record Date. 

Section 10.03 Interest Rights Preserved. Subject to the foregoing provisions of this Article 10, each Note delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

ARTICLE 11 
 SUBSIDIARY
GUARANTEES 
 Section 11.01 The Guarantee. Each Subsidiary Guarantor hereby jointly and severally guarantees (the
“Subsidiary Guarantee”), as a primary obligor and not as a surety, to the Trustee and each Holder and their respective successors and assigns, the prompt payment in full when due (whether at Stated Maturity, by required prepayment,
declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency
petition under Title 11 of the United States Code) on the Notes, and all other obligations from time to time owing to the Trustee and the Holders by the Company under this Indenture and the Notes, in each case strictly in accordance with the terms
hereof (such obligations being herein collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor jointly and severally agrees that if the Company shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, each Subsidiary Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. 

Section 11.02 Obligations Unconditional. The obligations of the Subsidiary Guarantors under
Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several with each of the Subsidiary Guarantors, irrespective
of the value, genuineness, validity, regularity or 

  
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enforceability of the Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability of a Subsidiary Guarantor hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: 

(i) at any time or from time to time, without notice to any Subsidiary Guarantor, the time for any performance of or compliance
with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; 
 (ii) any of
the acts mentioned in any of the provisions of this Subsidiary Guarantee or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; 

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be
amended in any respect, or any right under this Indenture or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security
therefor shall be released or exchanged in whole or in part or otherwise dealt with; or 
 (iv) the release of any other
Subsidiary Guarantor pursuant to this Indenture. 
 Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that the Trustee or any Holder exhaust any right, power or remedy or proceed against the Company or any other Subsidiary Guarantor under this Indenture or the Notes or a Subsidiary
Guarantee, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each Subsidiary Guarantor waives any and all notice
of the creation, renewal, extension, waiver, termination or accrual or any of the Guaranteed Obligations and notice of or proof of reliance by the Trustee or any Holder upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee, and
the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Subsidiary Guarantee, and all dealings between the Company and the Trustee or any Holder shall likewise be
conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right
of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Trustee or any Holder, and the obligations and liabilities of each Subsidiary Guarantor hereunder shall not be conditioned or contingent upon the
pursuit by the Trustee or any Holder or any other Person at any time of any right or remedy against the Company, any other Subsidiary Guarantor or any other Person which may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. Each Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the
Subsidiary Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Trustee and the Holders, and their respective successors and assigns. 

  
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 Section 11.03 Reinstatement. The obligations of each Subsidiary Guarantor hereunder
shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Company in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. 
 Section 11.04 Subrogation;
Subordination. Each Subsidiary Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations, it shall waive any claim and shall not exercise any right or remedy, direct or indirect,
arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Company or any other Subsidiary Guarantor or any security for any of the Guaranteed Obligations.

 Section 11.05 Remedies. Each Subsidiary Guarantor jointly and severally agrees that, as between the Subsidiary Guarantor and
the Trustee or any Holder, the obligations of the Company under this Indenture and the Notes may be declared to be forthwith due and payable as provided in this Indenture (and shall be deemed to have become automatically due and payable in the
circumstances provided in this Indenture) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and
payable) as against the Company and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Company) shall forthwith become due
and payable by the Subsidiary Guarantor for purposes of Section 11.01. 
 Section 11.06 Instrument for the
Payment of Money. Each Subsidiary Guarantor hereby acknowledges that the guarantee in this Subsidiary Guarantee constitutes an instrument for the payment of money, and consents and agrees that the Trustee or (if permitted by this Indenture) any
Holder shall have the right to bring a motion-action under New York CPLR Section 3213. 
 Section 11.07 Continuing
Guarantee. The guarantee in each Subsidiary Guarantee is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. 

Section 11.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate, limited
partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Subsidiary Guarantor under
Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under
Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by the Subsidiary Guarantor, the Trustee or any Holder or any other person, be
automatically limited and reduced to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any borrowings or guarantees under any Credit 

  
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Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to its contribution obligations under Section 11.09, will result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under federal or state law. 
 Section 11.09 Right of Contribution. The Subsidiary Guarantor hereby
agrees that to the extent that any Subsidiary Guarantor shall have paid more than its proportionate share of any payment made under a Subsidiary Guarantee (based on the respective adjusted net assets of all Subsidiary Guarantors at the time of such
payment determined in accordance with GAAP), such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor which has not paid its proportionate share of such payment. Each Subsidiary
Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.09 shall in no respect limit the obligations and liabilities
of any Subsidiary Guarantor to the Trustee or any Holder and the Subsidiary Guarantor shall remain liable to the Trustee or any Holder for the full amount guaranteed by the Subsidiary Guarantor hereunder. 

Section 11.10 Release. The Subsidiary Guarantee of a Subsidiary Guarantor will be released: 

(1) in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor then held by the Company and the Restricted Subsidiaries; 

(2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary,
in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; 

(3) if such Subsidiary Guarantor shall not incur or guarantee or otherwise be obligated under Indebtedness aggregating in
excess of $10.0 million in aggregate principal amount (other than if such Subsidiary Guarantor no longer guarantees or otherwise is obligated under Indebtedness aggregating in excess of $10.0 million in aggregate principal amount as a
result of payment under any guarantee of any such Indebtedness by any Subsidiary Guarantor); provided that a Subsidiary Guarantor shall not be permitted to be released from its Subsidiary Guarantee pursuant to this clause (3) if it is an
obligor with respect to Indebtedness that would not, under Section 4.06 be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor; 

(4) upon Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Indenture with respect to the Notes as
provided pursuant to Article 7 or Article 9, as applicable; 
 (5) upon the liquidation or dissolution of such
Subsidiary Guarantor provided no Default or Event of Default has occurred or is continuing; 

  
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 (6) at such time as, after giving effect to such release, the Indebtedness for
which such Subsidiary Guarantor is an obligor or guarantor does not exceed $10.0 million in aggregate principal amount; or 

(7) at such time as, after giving effect to such release, such Subsidiary Guarantor would constitute a Non-Guarantor Restricted Subsidiary the Consolidated Net Worth of which, together with the Consolidated Net Worth of all other Non-Guarantor Restricted Subsidiaries, as of
such date, does not exceed $10.0 million in the aggregate. 
 The Company may, at its option, at any time and from time to time, cause any Subsidiary
Guarantor to be automatically and unconditionally released and discharged from all its obligations under its Subsidiary Guarantee with respect to the Notes and under this Article 11 upon (i) compliance with any of the conditions in the
preceding sentence of this Section 11.10 and (ii) delivery by the Company to the Trustee of a Company Order relating to such release and discharge. The Trustee shall deliver an appropriate instrument evidencing such
release and discharge upon receipt of a Company Request accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.10. 

ARTICLE 12 
 TRANSFER
AND EXCHANGE 
 Section 12.01 Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: 
 (1) the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary; 
 (2) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies
the Trustee of its decision to exchange the Global Notes for Definitive Notes. 
 Upon the occurrence of either of the preceding events in
(1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 1.06 and 1.07 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Article 12 or Section 1.06 or 1.07 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not 

  
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be exchanged for another Note other than as provided in this Section 12.01, however, beneficial interests in a Global Note may be transferred and exchanged as provided
in Section 12.02, 12.03 or 12.06 hereof. 
 Section 12.02 Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either
subparagraph (a) or (b) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (a)
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made
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 Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 12.02(a). 

(b) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 12.02(a) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 

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 Note 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) both: 

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 Note 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 Note shall be registered to effect the transfer or exchange referred to in (a) above. 

  
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 Upon consummation of an Exchange Offer by the Company in accordance with Section 12.06 hereof, the
requirements of this Section 12.02(b) 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
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 12.08 hereof. 
 (c) Transfer of Beneficial Interests to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the
requirements of Section 12.02(b) above and the Registrar receives the following: 
 (1) if the transferee will take delivery
in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications in item (1) thereof; 

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

(3) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must
deliver a certificate in the form of Exhibit D hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(d) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 12.02(b) above and: 
 (1)
such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the 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 that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of
the Company; 
 (2) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 

  
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 (3) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (4) the Registrar receives the following:

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

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

and, in each such case set forth in this subparagraph (4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (2) or
(4) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 1.04 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (2) or (4) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note. 
 Section 12.03 Transfer or Exchange of Beneficial Interests for Definitive
Notes. 
 (a) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation: 
 (1) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

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

(3) 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, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (2) thereof; 

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

(5) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (1) through (4) above, a certificate to the effect set forth in Exhibit D hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable; 
 (6) if such beneficial interest is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (3)(b) thereof; or 

(7) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 12.08 hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive
Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 12.03 shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to
the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 12.03(a) shall bear the Private Placement Legend and shall be subject to
all restrictions on transfer contained therein. 
 (b) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if: 
 (1) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the 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 

  
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the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate
(as defined in Rule 144) of the Company; 
 (2) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement; 
 (3) such transfer is effected by a Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (4) the Registrar receives
the following: 
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for an Unrestricted Definitive Note, 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 Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 (c) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 12.02(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly
pursuant to Section 12.08 hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 12.03(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 12.03(c) will not bear the Private Placement Legend. 

  
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 Section 12.04 Transfer and Exchange of Definitive Notes for Beneficial Interests.

 (a) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation: 
 (1) if the Holder of such Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(2) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit D hereto, including the certifications in item (1) thereof; 
 (3) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit D hereto, including the certifications in
item (2) thereof; 
 (4) if such Restricted Definitive Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (3)(a) thereof; 

(5) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraphs (1) through (4) above, a certificate to the effect set forth in Exhibit D hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable; 
 (6) if such Restricted Definitive Note is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (3)(b) thereof; or 

(7) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit D hereto, including the certifications in item (3)(c) thereof, 
 the
Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (1) above, the appropriate Restricted Global Note, in the case of clause (2) above, the 144A
Global Note, in the case of clause (3) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 

  
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 (b) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if: 
 (1) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the 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 that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(2) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (3) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or 
 (4) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the
subparagraphs in this Section 12.04(b), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

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

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (b)(2), (b)(4) or
(c) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in 

  
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accordance with Section 1.04, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred. 
 Section 12.05 Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 12.05, the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of
transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by
its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 12.05. 
 (a) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive
Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(1) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit D
hereto, including the certifications in item (1) thereof; 
 (2) 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 D hereto, including the certifications in item (2) thereof; and 

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

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

(1) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the 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 that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (2) any such transfer is
effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (3) any such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

  
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 (4) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (4), 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 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. 
 (c) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive
Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to
the instructions from the Holder thereof. 
 Section 12.06 Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 1.04 hereof, the Trustee will authenticate: 

(a) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company; and 
 (b) Unrestricted Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they
are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company. 

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

  
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 Section 12.07 Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(a) Private Placement Legend. 

(1) Except as permitted by subparagraph (2) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE ‘‘RESALE RESTRICTION TERMINATION DATE’’) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS
SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THE DELIVERY OF AN 

  
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OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER THAT IS NOT AN AFFILIATE OF THE COMPANY AFTER
THE RESALE RESTRICTION TERMINATION DATE. 
 IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S.
PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 

(2) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to sections 12.02(d), 12.03(b), 12.03(c),
12.04(b), 12.04(c), 12.05(b), 12.05(c) or 12.06 of this Article 12 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE 12 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 12.01 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 1.09 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF BILL BARRETT CORPORATION. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR 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.” 

  
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 Section 12.08 Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 1.09. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depositary 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 Note, such
other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

Section 12.09 General Provisions Relating to Transfers and Exchanges. 

(a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order in accordance with Section 1.04 or at the Registrar’s request. 

(b) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 1.06, 1.07, 4.08, 4.13 and 8.04 hereof). 
 (c) The Registrar will not be
required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

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

(e) Neither the Registrar nor the Company will be required: 

(1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 1.01 hereof and ending at the close of business on the day of selection; 

(2) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (3) to register the transfer of or to exchange a Note between a record date
and the next succeeding interest payment date. 

  
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 (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary. 
 (g) The Trustee will authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 1.04 hereof. 
 (h) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Article 12 to effect a registration of transfer or exchange may be submitted by facsimile. 

(i) Neither the Trustee nor the agents shall have any obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any note (including any transfers between or among participants or indirect participants in any global note) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof. 
 ARTICLE 13 

THE TRUSTEE 

Section 13.01 Certain Duties and Responsibilities. 

(a) Except during the continuance of an Event of Default, 

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and as
are provided by the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) 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 furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 

  
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 (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such
of 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. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that 
 (1) this Subsection shall not be construed to limit the effect
of the first paragraph of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith
by a Responsible Officer; 
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Notes, determined as provided in Section 6.05, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; and 

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any 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 for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 

Section 13.02 Notice of Defaults. If a default occurs hereunder, the Trustee shall give Holders notice of such default as and to
the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 6.01(3) with respect to Notes, no such notice to Holders shall be given until at least
60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes. 

Section 13.03 Certain Rights of Trustee. Subject to the provisions of Section 13.01: 

(1) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by
the proper party or parties; 

  
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 (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any request or direction of a Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor Request or Guarantor Order of such Guarantor, and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution and any resolution of a Guarantor’s Board of Directors may be sufficiently evidenced by a Guarantor’s Board Resolution; 

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) shall be entitled to receive and may, in the absence of bad faith on its part, conclusively rely upon an
Officers’ Certificate or if such matter relates to a Guarantor, a Guarantor’s Officers’ Certificate of such Guarantor; 

(4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction; 
 (6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company and, if applicable, the Guarantors, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall not be responsible for the supervision of officers and
employees of such agents or attorneys; 
 (8) the Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; 

  
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 (9) the Trustee shall not be liable for any action taken, suffered or omitted to
be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 

(10) the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the corporate trust office of the Trustee specified in Section 14.17, and such notice
references the Notes and this Indenture; 
 (11) the rights, privileges, protections, immunities and benefits given to the
Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian, and other persons employed to act hereunder; and 

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

Section 13.04 Not Responsible for Recitals or Issuance of Notes. The recitals contained in the Notes, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of
the Notes or any offering documents. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof. 

Section 13.05 May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other agent of
the Company or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 13.08 and 13.13, may otherwise deal with the Company or any Guarantor with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent. 
 Section 13.06 Money Held in
Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company or any Guarantor. 
 Section 13.07 Compensation and Reimbursement. 

The Company agrees 

(1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all
services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

  
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 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture and its performance under this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and 

(3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to
hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, bad faith or
willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder
or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder 
 As security for
the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of
(and premium, if any) or interest on the Notes. 
 Without limiting any rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(6) or Section 6.01(7), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. 

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

Section 13.08 Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to the Notes. 

Section 13.09 Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with
respect to the Notes. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States
of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this 

  
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Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

 Section 13.10 Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 13.11. 

The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 13.11 shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee. 
 The Trustee may be removed at any time by an Act of the Holders of a majority in
principal amount of the Outstanding Notes, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 13.11 shall not have been delivered to the Trustee within 30
days after the giving of a notice of removal pursuant to this paragraph, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 

If at any time: 

(1) the Trustee shall fail to comply with Section 13.08 after written request therefor by the Company
or by any Holder who has been a bona fide Holder of Notes for at least six months, or 
 (2) the Trustee shall cease to be
eligible under Section 13.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or 

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee, or (B) subject to
Section 6.11, any Holder who has been a bona fide Holder of Notes for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee. 
 If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor and shall comply with the applicable requirements of Section 13.11. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed 

  
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may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 13.11, become the successor Trustee and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 13.11, any Holder who has been a bona fide Holder of Notes for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. 

The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 2.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 

Section 13.11 Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company, any Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. 
 In case of the appointment hereunder of a successor Trustee, the Company, any
Guarantor, the retiring Trustee and each successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee, and (2) shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Notes to which the appointment of such successor Trustee relates. 

  
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 Upon request of any such successor Trustee, the Company and any Guarantor shall execute any and
all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under this Article. 
 Section 13.12 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. 

Section 13.13 Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 

Section 13.14 Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the
Notes which shall be authorized to act on behalf of the Trustee to authenticate the Notes issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to
Section 1.07, and the Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in
this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
so appointed and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed. An Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

  
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 Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company,
the Authenticating Agent or such successor corporation. 
 An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to the Notes which shall be
acceptable to the Company and shall give notice of such appointment to all Holders in the manner provided in Section 2.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following form: 
 This is one of the Notes designated
herein and referred to in the within-mentioned Indenture. 
  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE


 
			
		
	By:	 	  

		 	As Authenticating Agent


 Section 13.15 Reports by Trustee. The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 

Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than April 1 and shall
be dated as of January 31 in each calendar year, commencing in 2018. 
 A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company and any Guarantor. The Company and any Guarantor will notify the Trustee when any Securities are
listed on any stock exchange and of any delisting thereof. 

  
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 ARTICLE 14 

MISCELLANEOUS 

Section 14.01 Communication by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar, the Paying Agent and anyone else shall have the protection of Trust Indenture Act Section 312(c). 

Section 14.02 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) if required by the Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent (to the extent of legal conclusions) have been complied with. 
 Section 14.03 Statements Required in Certificate or
Opinion. Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include: (i) a statement that each Person making such Officers’ Certificate or
Opinion of Counsel 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 Officers’ Certificate or Opinion of
Counsel are based; (iii) a statement that, in the opinion of each such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement that, in the opinion of such Person, such covenant or condition has been complied with. 

Section 14.04 Separability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 14.05 Governing Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

  
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 Section 14.06 No Liability for Certain Persons. An incorporator or any past, present
or future director, officer, employee, partner, member or stockholder of the Company or any Subsidiary Guarantor, as such, shall not have any liability for any obligations of the Company or any Subsidiary Guarantor, respectively, under the Notes or
the Indenture or any Subsidiary Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issuance of the Notes. 
 Section 14.07 Patriot Act. In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT
Act of the United States (“Applicable AML Law”), the Trustee and agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and
agents. Accordingly, each of the parties agree to provide to the Trustee and agents, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and agents to
comply with Applicable AML Law. 
 Section 14.08 Successors. All agreements of the Company and each Subsidiary Guarantor in this
Indenture and the Notes shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. 

Section 14.09 Table of Contents; Headings. The table of contents 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 14.10 Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together shall represent the same agreement. One signed copy is sufficient to prove this Indenture. 

Section 14.11 [Reserved]. 

Section 14.12 [Reserved]. 

Section 14.13 No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. 

Section 14.14 Trust Indenture Act. This Indenture is hereby made subject to, and shall be governed by, the provisions of the Trust
Indenture Act required to be part of and to govern indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in an indenture qualified
under the Trust Indenture Act, such required provisions shall control. 
 Section 14.15 Benefits of Indenture. Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and 

  
 122 








 
the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be provided pursuant to Section 1.01 with respect
to any Notes or under this Indenture with respect to such Notes. 
 Section 14.16 No Adverse Interpretation of Other Agreement.
This Indenture may not be used to interpret any other indenture, loan or other agreement of the Company or any Guarantor or any Subsidiaries of any thereof or of any other Person. Any such indenture, loan or other agreement may not be used to
interpret this Indenture. 
 Section 14.17 Notices. Any notice or communication shall be given in writing in English and
delivered in person or mailed by first class mail (registered or certified, return receipt requested) or commercial courier service, or sent by facsimile, addressed as follows: 

If to the Company or any Guarantor: 
 c/o Bill
Barrett Corporation 
 1099 18th Street, Suite 2300 

Denver, Colorado 80202 
 Attention: Chief Financial Officer 

If to the Trustee: 
 Deutsche Bank Trust Company Americas 

Trust & Agency Services 
 60 Wall Street, 16th Floor 

MS: NYC60-1630 
 New York, NY 10005 

USA 
 Facsimile: 732-578-4635 
 Attention: Corporates Team – Bill Barrett Corporation 

With copies to: 
 Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 
 Trust & Agency
Services 
 100 Plaza One, 6th Floor 
 MS: JCY03-0699 

Jersey City, NJ 07311-3901 
 Facsimile: 732-578-4635 
 Attention: Corporates Team – Bill Barrett Corporation 

The Issuer, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent
notices or communications. 

  
 123 








 Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed pursuant to this Section 14.17. 

Any notice or communication mailed to a Holder shall be mailed, first-class mail, to the Holder at the Holder’s address as it appears on
the registration books of the Registrar and shall be sufficiently given if so mailed within the time period prescribed. 
 Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it,
except that notices to the Trustee are effective only if received. 
 Section 14.18 Force Majeure. In no event shall the Trustee
be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the
Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

Section 14.19 Waiver of Jury Trial. EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. 

IN WITNESS WHEREOF, each of BILL BARRETT CORPORATION and each SUBSIDIARY GUARANTOR has caused this Indenture to be duly executed as of the day
and year first before written. 

  
 124 








 
					
	BILL BARRETT CORPORATION
		
	By:	 	 /s/ R. Scot Woodall

		 	Name:	 	R. Scot Woodall
		 	Title:	 	Chief Executive Officer and President
	
	CIRCLE B LAND COMPANY LLC
		
	By:	 	 /s/ R. Scot Woodall

		 	Name:	 	R. Scot Woodall
		 	Title:	 	Chief Executive Officer and President
	
	AURORA GATHERING, LLC
		
	By:	 	 /s/ R. Scot Woodall

		 	Name:	 	R. Scot Woodall
		 	Title:	 	Chief Executive Officer and President


 [Signature Page to Indenture] 







 IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Indenture as of the
date first above written. 
  

					
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	DEUTSCHE BANK NATIONAL TRUST COMPANY
		
	By:	 	 /s/ Jacqueline Bartnick

		 	Name:	 	Jacqueline Bartnick
		 	Title:	 	Director
		
	By:	 	 /s/ Robert S. Peschler

		 	Name:	 	Robert S. Peschler
		 	Title:	 	Vice President


 [Signature Page to Indenture] 







 SCHEDULE 1 

Subsidiary Guarantors 
 Circle B
Land Company LLC 
 Aurora Gathering, LLC 

  
 Schedule 1-1 








 EXHIBIT A — FORM OF NOTE 

[FORM OF FACE OF NOTE] 
 [UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

  
 A-1 








 BILL BARRETT CORPORATION 

No.     $         

CUSIP No.              

BILL BARRETT CORPORATION, a Delaware corporation (herein called the “Company,” which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to pay to
[                                        ], or
registered assigns, the principal sum of [        ] Dollars ($[        ]) on June 15, 2025, and to pay interest thereon from April 28, 2017 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing December 15, 2017, at the rate of 8.75% per annum, until the principal hereof is paid
or made available for payment, provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of 8.75% per annum (to the extent that the payment of such interest shall be legally enforceable), from
the date such overdue amount is due until such amount is paid or duly provided for, and such interest on any overdue amount shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at 5:00 p.m. (New York City time) on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and will be paid to the Person
in whose name this Note is registered at 5:00 p.m. (New York City time) on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date. 
 Payment of the principal of and interest on this Note shall be made in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts. 
 Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Remainder of Page Left Intentionally Blank] 

  
 A-2 








 IN WITNESS WHEREOF, Bill Barrett Corporation has caused this instrument to be duly executed. 

 

			
	BILL BARRETT CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes referred to in the within-mentioned Indenture. 

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 








 [FORM OF REVERSE OF NOTE] 

8.75% Senior Note due 2025 
 [Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture] 
 Bill Barrett Corporation, a corporation organized under the laws of Delaware (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued this Note under an Indenture, dated as of April 28, 2017 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as Trustee, , to which reference is hereby made for a statement of the respective rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the Subsidiary Guarantors and the Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. This Note is one of the Notes referred to in the Indenture
initially issued in an aggregate principal amount of TWO HUNDRED SEVENTY FIVE MILLION DOLLARS ($275,000,000). 
  

	1.	Method of Payment 

 The Company will pay interest on the Notes to the Persons who are
registered Holders of Notes at 5:00 p.m. (New York City time) on the Regular Record Date with respect to the applicable Interest Payment Date even if Notes are canceled after the Regular Record Date and on or before the Interest Payment Date, except
as otherwise provided in the Indenture. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender
for payment of public and private debts. 
 The Place of Payment where the principal of and any other payments due on the Notes are payable
shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of the Indenture. 

The Company shall pay interest (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it
appears in the Security Register on the relevant Regular Record Date (or upon written application by such Person to the Paying Agent at least five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available
funds to such Person’s account at a bank in New York City, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to
the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. 

  
 R-1 









	2.	Paying Agent and Registrar 

 Initially, Deutsche Bank Trust Company Americas (the
“Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically
organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. 
  

	3.	Ranking 

 The Notes are senior unsecured obligations of the Company and rank equal in
right of payment to all of the Company’s existing and future senior unsecured debt and senior to all of the Company’s future subordinated debt. 
  

	4.	Optional Redemption 

 Except as described below, the Company will not be entitled to
redeem the Notes at its option prior to June 15, 2020. The Notes will be redeemable, at the Company’s option, in whole at any time or in part from time to time, on and after June 15, 2020, upon not less than 30, nor more than 60,
days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on June 15 of the years set forth below,
plus, in each case, unpaid accrued interest, if any, thereon to the date of redemption: 
  

					
	 Year
	  	Percentage	 
	 2020
	  	 	106.563	% 
	 2021
	  	 	104.375	% 
	 2022
	  	 	102.188	% 
	 2023 and thereafter
	  	 	100.000	% 

 At any time, or from time to time, on or prior to June 15, 2020, the Company may, at its option, use all
or a portion of the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) at a redemption price equal to 108.75% of the
aggregate principal amount of the Notes to be redeemed, plus unpaid accrued interest, if any, thereon to the date of redemption; provided that: 

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains
Outstanding immediately after giving effect to any such redemption; and 
 (2) the Company makes such redemption not more
than 180 days after the consummation of any such Equity Offering. 

  
 R-2 








 The Notes will also be redeemable, in whole or in part, at the Company’s option at any time
or from time to time, prior to June 15, 2020, at the applicable Make-Whole Price, in accordance with the provisions of the Indenture. 

If the Redemption Date is on a date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the
Company shall pay the related interest to a Holder on such Regular Record Date. 
  

	5.	Purchase at the Option of Holders 

 Pursuant to Section 4.13 of
the Indenture upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or any portion of such Holder’s Notes pursuant to the offer described in Section 4.13
of the Indenture at a purchase price equal to 101% of the principal amount thereof, plus unpaid accrued interest, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive
interest on the relevant Interest Payment Date). 
 The Company is, subject to certain conditions and exceptions set forth in the Indenture,
obligated to make an offer to purchase Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, thereon to the date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to
receive interest on the relevant Interest Payment Date), with Net Cash Proceeds of certain sales or other dispositions of assets in accordance with the Indenture. 
  

	6.	Denominations, Transfer, Exchange 

 The Notes are issuable in registered form without
coupons in denominations of at least $2,000 and integral multiples of $1,000 thereafter and any integral multiple thereof. A Holder of this Note may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder of this Note, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by this Indenture. 

 

	7.	Persons Deemed Owners 

 The registered Holder of this Note may be treated as the owner of
it for all purposes. 
  

	8.	Unclaimed Money 

 Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general
creditors. 
  

	9.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(i) the Indenture or the Notes may be amended for the purpose of adding any provisions to or changing in any manner or 

  
 R-3 








 
eliminating any of the provisions of the Notes or the Indenture (including the Indenture) or of any supplemental indenture to the Indenture or of modifying in any manner the rights of the Holders
of the Notes without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes Outstanding and (ii) any Default or Event of Default may be waived by Notice to the
Trustee by the Holders of at least a majority in aggregate principal amount of the Notes Outstanding. In certain circumstances set forth in the Indenture, the Company and the Trustee may amend or supplement the Indenture or the Notes without the
consent of any Holder. 
  

	10.	Defaults and Remedies 

 If an Event of Default (other than an Event of Default specified
in Section 6.01(7) of the Indenture with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding may declare the principal of
and accrued but unpaid interest, if any, on all the Notes Outstanding to be immediately due and payable, except as provided in the Indenture. If an Event of Default specified in Section 6.01(7) of the Indenture occurs and
is continuing with respect to the Company, the principal of and accrued and unpaid interest, if any, on all the Notes then Outstanding, will, automatically and without any action by the Trustee or any Holder, become and be immediately due and
payable. Under certain circumstances, the Holders of a majority in aggregate principal amount of the Notes Outstanding may rescind any such declaration with respect to the Notes and its consequences. No reference herein to the Indenture or the
Indenture and no provision of this Note or of the Indenture or the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed. 
  

	11.	Trustee Dealings with the Company 

 Subject to certain limitations imposed by the Trust
Indenture Act, the Trustee under this Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

  

	12.	Indenture and Notes Solely Corporate Obligations 

 No recourse for the payment of the
principal of or interest on any Notes or for any claim based upon any Notes or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or in any supplemental indenture or in
any Notes or because of the creation of any indebtedness represented thereby shall be had against any incorporator, stockholder, member, manager, employee, agent, officer or director, as such, past, present or future, of the Company, the Subsidiary
Guarantors or any of the Company’s subsidiaries or of any successor thereto, either directly or through the Company, the Subsidiary Guarantors or any of the Company’s subsidiaries or any successor thereto, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the
execution of the Indenture and the issue of the Notes. 

  
 R-4 









	13.	Authentication 

 This Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the face of this Note. 
  

	14.	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 rights of Minors Act). 
  

	15.	GOVERNING LAW 

 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

 

	16.	CUSIP Number 

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

 

	17.	Guarantees. 

 This Note will be entitled to the benefits of certain Subsidiary Guarantees
made for the benefit of the Holders by the Subsidiary Guarantors pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the
Subsidiary Guarantors, the Trustee and the Holders. 
 The Company will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture. 

  
 R-5 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 or
Section 4.13 of the Indenture, check the appropriate box below: 
 Section 4.08
[    ]            Section 4.13 [    ] 

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.08 or
Section 4.13 of the Indenture, state the amount (in minimum denominations of $2,000 and integral multiples of $1,000): $         

 

									
	Dated:	 	  
	 		 	Signed:	 	  

		 		 		 		 	(Sign exactly as name appears on the other side of this Note)

  

			
	Signature Guarantee:	 	  

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


  
 R-6 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note 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 Note 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 Note)

  

			
	Signature Guarantee*:	 	  


  

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



  
 R-7 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE * 
 The following exchanges of a
part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

																	
	 Date of Exchange
	  	Amount of
decrease in
Principal
Amount 
[at maturity] of
this Global Note	 	  	Amount of
increase in
Principal
Amount 
[at maturity] of 
this Global Note	 	  	Principal
Amount 
[at maturity] of
this Global Note
following such
decrease 
(or increase)	 	  	 Signature of

authorized

officer of Trustee
	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			

  

	*	This schedule should be included only if the Note is issued in global form. 


  
 R-8 








 EXHIBIT B- FORM OF SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among [SUBSIDIARY GUARANTOR] (the “New
Guarantor”), a Subsidiary of Bill Barrett Corporation (or its successor) (the “Company”), BILL BARRETT CORPORATION, a Delaware corporation, on behalf of itself and the Subsidiary Guarantors (the “Existing
Guarantors”) under the Indenture referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee under the Indenture referred to below (the “Trustee”). 

WITNESSETH: 
 WHEREAS the Company
has heretofore executed and delivered to an Indenture dated as of April 28, 2017 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), by and among the Company, the Existing Guarantors and
the Trustee, providing for the issuance of 8.75% Senior Notes due 2025 (the “Notes”); 
 WHEREAS Section 4.14 of the
Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the
Company’s obligations under the Notes and the Indenture pursuant to a guarantee on the terms and conditions set forth herein and therein; and 

WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this supplemental indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantor, the Trustee and, on behalf of itself and the Existing Guarantors, the Company mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

SECTION 1. Definitions. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless
the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and
“hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

SECTION 2. Agreement to Guarantee. The New Guarantor hereby unconditionally and irrevocably agrees, jointly and severally with all
other Subsidiary Guarantors, to guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article Eleven of the Indenture and to be bound by all other applicable provisions of
the Indenture. 
 SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 

  
 B-1 








 SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this
supplemental indenture. 
 SECTION 6. 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. 
 SECTION 7. Effect of Headings.
The Section headings herein are for convenience only and shall not affect the construction thereof. 
 IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. 
  

			
	[NEW SUBSIDIARY GUARANTOR], as the New Guarantor


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	BILL BARRETT CORPORATION


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
 B-2 








 
			
	[EXISTING GUARANTORS]


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
 B-3 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Bill Barrett
Corporation 
 1099 18th Street, Suite 2300 

Denver, Colorado 80202 
 Attention: 

Deutsche Bank Trust Company Americas 
 c/o DB Services Americas,
Inc. 
 5022 Gate Parkway, Suite 200 
 Jacksonville, FL 32256

 Attn: Transfer Department 
  

	 	Re:	8.75% Senior Notes due 2025 

 (CUSIP
[            ]) 
 Reference is hereby made to the Indenture, dated as of
April 28, 2017 (the “Indenture”), among Bill Barrett Corporation, as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 

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

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note 
 (a)    ☐    Check if
Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States. 

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

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

(a)    ☐    Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted
Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b)    ☐    Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted 

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

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

 

			
		 	  

		 	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	 Dated:
	 	  



  
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 EXHIBIT D 

FORM OF CERTIFICATE OF TRANSFER 
 Bill Barrett
Corporation 
 1099 18th Street, Suite 2300 

Denver, Colorado 80202 
 Attention: 

Deutsche Bank Trust Company Americas 
 c/o DB Services Americas,
Inc. 
 5022 Gate Parkway, Suite 200 
 Jacksonville, FL 32256

 Attn: Transfer Department 
 Re: 8.750%
Senior Notes due 2025 
 Reference is hereby made to the Indenture, dated as of April 28, 2017 (the “Indenture”),
among Bill Barrett Corporation, as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture. 

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

[CHECK ALL THAT APPLY] 

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

  
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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 proposed 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 proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

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

(b)    ☐    such Transfer is being effected to the Company or a subsidiary
thereof; 
 or 

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

(d)    ☐    such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a 

  
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principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 

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

(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 Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

 (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 terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture. 
 (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 Note will not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 This certificate and the
statements contained herein are made for your benefit and the benefit of the Company. 
  

	
	  

	[Insert Name of Transferor]



  
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	By:	 	  

		 	Name:
		 	Title:


  

			
	 Dated:
	 	  



  
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 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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

 [CHECK ONE OF (a) OR (b)]

  

	 	(a)	☐    a beneficial interest in the: 

  

	 	(i)	☐    144A Global Note (CUSIP             ), or 


 

	 	(ii)	☐    Regulation S Global Note (CUSIP            ), or 


 

	 	(iii)	☐    IAI Global Note (CUSIP             ); or 

  


	 	(b)	☐    a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)	☐    a beneficial interest in the: 

  

	 	(i)	☐    144A Global Note (CUSIP             ), or 


 

	 	(ii)	☐    Regulation S Global Note (CUSIP             ), or 


 

	 	(iii)	☐    IAI Global Note (CUSIP             ); or 

  


	 	(iv)	☐    Unrestricted Global Note (CUSIP             ); or 


 

	 	(b)	☐    a Restricted Definitive Note; or 

  

	 	(c)	☐    an Unrestricted Definitive Note, 

 in accordance with the terms
of the Indenture. 

  
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