Exhibit 4.1


 


 



 


 


 


 


 


SENIOR NOTES
INDENTURE


 


Dated as
of March 4, 2021


 


Among


 


KOSMOS ENERGY
LTD.


 


THE SUBSIDIARY
GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,





as Trustee,
Paying Agent, Registrar and Transfer Agent


 


and


 


BANQUE INTERNATIONALE
À LUXEMBOURG S.A.,


 


as Luxembourg
listing agent, Luxembourg paying agent and Luxembourg transfer agent


 


7.500% SENIOR
NOTES DUE 2028


 


 


 



 


 





    	 



    	 



    

TABLE
OF CONTENTS


 


Page


 




	ARTICLE 1 DEFINITIONS
    AND INCORPORATION BY REFERENCE	1
	 	 
	Section 1.01   Definitions	1
	Section 1.02   Other
    Definitions	30
	Section 1.03   Rules
    of Construction	32
	Section 1.04   Trust
    Indenture Act	32
	Section 1.05   Acts
    of Holders	32
	 	 
	ARTICLE 2 THE NOTES	34
	 	 
	Section 2.01   Form
    and Dating; Terms	34
	Section 2.02   Execution
    and Authentication	35
	Section 2.03   Registrar
    and Paying Agent	36
	Section 2.04   Paying
    Agent to Hold Money in Trust	36
	Section 2.05   Holder
    Lists	37
	Section 2.06   Transfer
    and Exchange	37
	Section 2.07   Replacement
    Notes	38
	Section 2.08   Outstanding
    Notes	38
	Section 2.09   Treasury
    Notes	39
	Section 2.10   Temporary
    Notes	39
	Section 2.11   Cancellation	39
	Section 2.12   Defaulted
    Interest	39
	Section 2.13   CUSIP
    and ISIN Numbers	40
	 	 
	ARTICLE 3 REDEMPTION	40
	 	 
	Section 3.01   Notices
    to Trustee	40
	Section 3.02   Selection
    of Notes to Be Redeemed or Purchased	40
	Section 3.03   Notice
    of Redemption	41
	Section 3.04   Effect
    of Notice of Redemption	42
	Section 3.05   Deposit
    of Redemption or Purchase Price	42
	Section 3.06   Notes
    Redeemed or Purchased in Part	43
	Section 3.07   Optional
    Redemption	43
	Section 3.08   Mandatory
    Redemption; Open Market Purchases	45
	Section 3.09   Offers
    to Repurchase by Application of Excess Proceeds	45
	 	 
	ARTICLE 4 COVENANTS	48
	 	 
	Section 4.01   Payment
    of Notes	48
	Section 4.02   Maintenance
    of Office or Agency	48
	Section 4.03   Taxes	48
	Section 4.04   Stay,
    Extension and Usury Laws	48
	Section 4.05   Corporate
    Existence	49
	Section 4.06   Reporting
    Requirements	49
	Section 4.07   Compliance
    Certificate	50
	Section 4.08   Limitation
    on Restricted Payments	50
	Section 4.09   Limitation
    on Debt	54



 






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Page




 


	Section 4.10   Limitation
    on Liens	58
	Section 4.11   Limitation
    on Guarantees of Debt by Restricted Subsidiaries	62
	Section 4.12   Dividend
    and Other Payment Restrictions Affecting Restricted Subsidiaries	62
	Section 4.13   Limitation
    on Designation of Unrestricted Subsidiaries	64
	Section 4.14   Limitation
    on Transactions with Affiliates	65
	Section 4.15   Offer
    to Repurchase Upon Change of Control Triggering Event	66
	Section 4.16   Limitation
    on Asset Sales	69
	Section 4.17   Covenant
    Termination.	71
	Section 4.18   Payment
    of Additional Amounts	72
	Section 4.19   Listing	74
	 	 
	ARTICLE 5 SUCCESSORS	74
	 	 
	Section 5.01   Consolidation,
    Merger, Amalgamation or Sale of All or Substantially All Assets	74
	Section 5.02   Successor
    Entity Substituted	77
	 	 
	ARTICLE 6 DEFAULTS AND REMEDIES	77
	 	 
	Section 6.01   Events
    of Default	77
	Section 6.02   Acceleration	79
	Section 6.03   Other
    Remedies	81
	Section 6.04   Waiver
    of Past Defaults	82
	Section 6.05   Control
    by Majority	82
	Section 6.06   Limitation
    on Suits	82
	Section 6.07   Rights
    of Holders to Receive Payment	83
	Section 6.08   Collection
    Suit by Trustee	83
	Section 6.09   Restoration
    of Rights and Remedies	83
	Section 6.10   Rights
    and Remedies Cumulative	83
	Section 6.11   Delay
    or Omission Not Waiver	83
	Section 6.12   Trustee
    May File Proofs of Claim	84
	Section 6.13   Priorities	84
	Section 6.14   Undertaking
    for Costs	85
	 	 
	ARTICLE 7 TRUSTEE	85
	 	 
	Section 7.01   Duties
    of Trustee	85
	Section 7.02   Rights
    of Trustee	86
	Section 7.03   Individual
    Rights of Trustee	88
	Section 7.04   Trustee’s
    Disclaimer	88
	Section 7.05   Notice
    of Defaults	88
	Section 7.06   [Reserved]	88
	Section 7.07   Compensation
    and Indemnity	88
	Section 7.08   Replacement
    of Trustee	89
	Section 7.09   Successor
    Trustee by Merger, etc.	90
	Section 7.10   Eligibility;
    Disqualification	90
	 	 
	ARTICLE 8 LEGAL DEFEASANCE AND
    COVENANT DEFEASANCE	90
	 	 
	Section 8.01   Option
    to Effect Legal Defeasance or Covenant Defeasance	90
	Section 8.02   Legal
    Defeasance and Discharge	90



 






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Page




 


	Section 8.03   Covenant
    Defeasance	91
	Section 8.04   Conditions
    to Legal or Covenant Defeasance	92
	Section 8.05   Deposited
    Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	93
	Section 8.06   Repayment
    to the Company	93
	Section 8.07   Reinstatement	94
	 	 
	ARTICLE 9 AMENDMENT, SUPPLEMENT
    AND WAIVER	94
	 	 
	Section 9.01   Without
    Consent of Holders	94
	Section 9.02   With
    Consent of Holders	95
	Section 9.03   Compliance
    with Trust Indenture Act	96
	Section 9.04   Revocation
    and Effect of Consents	97
	Section 9.05   Notation
    on or Exchange of Notes	97
	Section 9.06   Trustee
    to Sign Amendments, etc.	97
	 	 
	ARTICLE 10 GUARANTEES	97
	 	 
	Section 10.01   Guarantee	97
	Section 10.02   [Reserved]	98
	Section 10.03   [Reserved]	98
	Section 10.04   [Reserved]	98
	Section 10.05   Benefits
    Acknowledged	98
	Section 10.06   Release
    of Note Guarantees	98
	 	 
	ARTICLE 11 SECURITY-RELATED PROVISIONS	99
	 	 
	Section 11.01   Security
    Documents	99
	Section 11.02   [Reserved]	99
	Section 11.03   [Reserved]	99
	Section 11.04   Security
    and Intercreditor Agent; Intercreditor Agreements	99
	 	 
	ARTICLE 12 SUBORDINATION OF NOTE
    GUARANTEES	102
	 	 
	Section 12.01   Agreement
    to Subordinate	102
	 	 
	ARTICLE 13 SATISFACTION AND DISCHARGE	103
	 	 
	Section 13.01   Satisfaction
    and Discharge	103
	Section 13.02   Application
    of Trust Money	103
	 	 
	ARTICLE 14 MISCELLANEOUS	104
	 	 
	Section 14.01   Limited
    Condition Transaction; Measuring Compliance.	104
	Section 14.02   Notices	106
	Section 14.03   Certificate
    and Opinion as to Conditions Precedent	108
	Section 14.04   Statements
    Required in Certificate or Opinion	108
	Section 14.05   Currency
    Indemnity	109
	Section 14.06   Consent
    to Jurisdiction and Service; Waiver of Immunities.	109
	Section 14.07   Rules
    by Trustee and Agents	110



 






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Page




 


	Section 14.08   No
    Personal Liability of Directors, Officers, Employees, Members, Partners and Stockholders	110
	Section 14.09   Governing
    Law	110
	Section 14.10   Waiver
    of Jury Trial	110
	Section 14.11   Force
    Majeure	110
	Section 14.12   No
    Adverse Interpretation of Other Agreements	111
	Section 14.13   Successors	111
	Section 14.14   Severability	111
	Section 14.15   Counterpart
    Originals	111
	Section 14.16   Table
    of Contents, Headings, etc.	111
	Section 14.17   Facsimile
    and PDF Delivery of Signature Pages	111
	Section 14.18   U.S.A.
    PATRIOT Act	112
	Section 14.19   Payments
    Due on Non-Business Days	112
	Section 14.20   Accounting
    Provisions	112



 



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	Appendix A	Provisions Relating to Initial Notes and Additional
    Notes
	 	 
	Exhibit A	Form of Note
	Exhibit B	Form of Institutional Accredited Investor Transferee Letter
    of Representation
	Exhibit C	Form of Supplemental Indenture to Be Delivered by Subsequent
    Guarantors



 



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INDENTURE,
dated as of March 4, 2021, among Kosmos Energy Ltd., a Delaware corporation (the “Company”), the Guarantors
listed on the signature pages hereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar and Transfer
Agent and Banque Internationale à Luxembourg S.A., as Luxembourg listing agent, Luxembourg paying agent and Luxembourg
transfer agent.


 


W I T
N E S S E T H


 


WHEREAS, the
Company has duly authorized the creation of and issue of $450,000,000 aggregate principal amount of 7.500% Senior Notes due 2028
(the “Initial Notes”); and


 


WHEREAS, the
Company and the Guarantors have duly authorized the execution and delivery of this Indenture;


 


NOW, THEREFORE,
the Company, the Guarantors, the Trustee and Banque Internationale à Luxembourg S.A. agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the Notes.


 


ARTICLE
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.01           Definitions.


 


“7.125%
Senior Notes” means the Company’s 7.125% Senior Notes due 2026 issued pursuant to the indenture dated as of April
4, 2019, entered into among the Company, the Guarantors, Wilmington Trust, National Association, as trustee, paying agent, transfer
agent and registrar, and Banque Internationale à Luxembourg S.A., as Luxembourg listing agent, Luxembourg paying agent,
Luxembourg transfer agent and Luxembourg registrar.


 


“Accounting
Change” means any change in U.S. GAAP.


 


“Acquired
Debt” means Debt of a Person existing at the time the Person merges with or into or becomes a Restricted Subsidiary
and not Incurred in connection with, or in contemplation of, the Person merging or amalgamating with or into or becoming a Restricted
Subsidiary.


 


“Additional
Assets” means (i) any property or assets (including Capital Stock or its substantial equivalent or other Investments)
that are used or usable by the Company, any of its Restricted Subsidiaries or any joint venture in which the Company or any of
its Restricted Subsidiaries is a party in a Permitted Business (or in the case of Capital Stock or its substantial equivalent
or other Investments that represent direct, or indirect (via a holding company), ownership or other interests held by the Company
or any Restricted Subsidiary in entities engaged in a Permitted Business); and (ii) contracts (including supply, customer and
EPC contracts) that are used or usable by the Company, any of its Restricted Subsidiaries or any joint venture in which the Company
or any of its Restricted Subsidiaries is a party in a Permitted Business.


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Section 2.01 and ‎Section 4.09, whether or not they bear the same CUSIP number.


 


“Adjusted
Consolidated Net Tangible Assets” means, without duplication, as of the date of determination, the sum of:


 




    	 



    	 



    

(1)       discounted
future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with
SEC guidelines (before any future income tax expense estimated in accordance with U.S. GAAP), as estimated by a U.S. nationally
recognized firm of independent petroleum engineers in a reserve report prepared as of the end of the Company’s most recently
completed fiscal year for which audited financial statements are available or, at the Company’s option, the most recently
completed fiscal quarter for which financial statements are available, using a discount rate of 10% and based on the forecast
prices and costs utilized in such year-end or quarterly reserve report, as applicable, as increased by, as of the date
of determination, the discounted future net revenues (before any future income tax expense estimated in accordance with U.S. GAAP)
from:


 


(a)       estimated
proved oil and gas reserves acquired since the date of such year-end or quarterly reserve report, as applicable, and


 


(b)       estimated
proved oil and gas reserves attributable to extensions, discoveries and other additions and upwards revisions of estimates of
oil and gas reserves since the date of such year-end or quarterly reserve report, as applicable, due to exploration, development,
exploitation or other activities which would, in accordance with standard industry practice, cause such revisions,


 


in
each case, calculated in accordance with SEC guidelines (using a discount rate of 10% and based on the forecast prices and costs
utilized in such year-end reserve report), and decreased by, as of the date of determination, the estimated discounted future
net revenues from:


 


(c)       estimated
proved oil and gas reserves produced or disposed of since the date of such year-end or quarterly reserve report, as applicable,
and


 


(d)       reductions
in estimated proved oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves since
the date of such year-end or quarterly reserve report, as applicable, due to changes in geological conditions or other factors
that would, in accordance with standard industry practice, cause such revisions,


 


in each case,
calculated in accordance with SEC guidelines (using a discount rate of 10% and based on the forecast prices and costs utilized
in such year-end or quarterly reserve report, as applicable); provided that, in the case of each of the determinations
made pursuant to clauses (a) through (d), such increases and decreases shall be as estimated by the Company’s internal or
independent petroleum engineers,


 


(2)       the
capitalized costs that are attributable to oil and gas properties of the Company and its Restricted Subsidiaries to which no proved
oil and gas reserves are attributable, based on the Company’s books and records as of the date of the Company’s most
recent available internal annual or quarterly financial statements,


 


(3)       the
Consolidated Net Working Capital of the Company as of the date of the Company’s most recently available internal annual
or quarterly financial statements, and


 


(4)       the
greater of (a) the net book value of other tangible assets of the Company and its Restricted Subsidiaries as of the date of the
Company’s most recently available internal annual or quarterly financial statements or (b) the appraised value, as estimated
by independent appraisers, of other tangible assets of the Company and its Restricted Subsidiaries, in each case, as of the date
of the Company’s most recently available internal annual or quarterly financial


 




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statements
(provided that if no such appraisal has been performed, the Company shall not be required to obtain such an appraisal and
only subclause (a) of this clause (4) shall apply),


 


minus,
to the extent not otherwise taken into account in the immediately preceding clauses (1) through (4), the sum of:


 


(1)       minority
interests,


 


(2)       any
net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s most recently available
internal annual or quarterly financial statements,


 


(3)       to
the extent included in the amount calculated pursuant to the first clause (1) of this definition, the discounted future net revenues,
calculated in accordance with SEC guidelines utilizing the prices utilized in the Company’s year-end or quarterly reserve
report, as applicable, attributable to proved reserves that are required to be delivered to third parties to fully satisfy the
obligations of the Company and its Restricted Subsidiaries with respect to Volumetric Production Payments on the schedules specified
with respect thereto, and


 


(4)       the
discounted future net revenues, calculated in accordance with SEC guidelines, attributable to proved reserves subject to Dollar-Denominated
Production Payments that, based on the estimates of production and price assumptions included in determining the discounted future
net revenues specified in the first clause (1) of this definition, would be necessary to fully satisfy the payment obligations
of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specific
with respect thereto.


 


“Affiliate”
means, with respect to any specified Person, (a) any other Person which, directly or indirectly, is in control of, is controlled
by or is under common control with such specified person or (b) any other Person who is a director or officer (i) of such specified
Person, (ii) of any subsidiary of such specified Person or (iii) of any Person described in clause (a) above. For purposes of
this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


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


 


“Applicable
Premium” means, with respect to a Note on any date of redemption, as calculated by the Company, the greater of:


 


(1)       1.0%
of the then outstanding principal amount of such Note; and


 


(2)       the
excess, if any, of (a) the present value as of such redemption date of (i) the redemption price of such Note at March 1,
2024, (such redemption price being set forth in ‎Section 3.07(d)), plus (ii) all required interest payments due on
such Note through March 1, 2024 (excluding accrued but unpaid interest to the redemption date) discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points,
over (b) the then outstanding principal amount of such Note;


 


plus
in each case any accrued and unpaid interest and Additional Amounts, if any, on such Note to, but excluding, the redemption date
(subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment
Date).


 




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“Approved
Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.


 


“Asset
Sale” means any sale, lease, transfer or other disposition (whether in a single transaction or a series of related transactions)
of any assets by the Company or any Restricted Subsidiary, including by means of a merger, amalgamation, consolidation or similar
transaction or a Sale and Leaseback Transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary
(each of the above referred to as a “disposition”); provided that the following are not included in
the definition of “Asset Sale”:


 


(1)     a disposition to the Company or a Restricted Subsidiary, including the sale or issuance by the Company or any Restricted
Subsidiary of any Equity Interests of any Restricted Subsidiary to the Company or any Restricted Subsidiary;


 


(2)     the sale, lease, transfer or other disposition by the Company or any Restricted Subsidiary in the ordinary course of business
of (i) cash, Cash Equivalents and Marketable Securities, (ii) inventory, (iii) damaged, worn out or obsolete equipment or other
assets, or (iv) rights granted to others pursuant to leases or licenses;


 


(3)     the lease of assets by the Company or any of its Restricted Subsidiaries in the ordinary course of business;


 


(4)     any sale, lease, transfer or other disposition of any property or concession to any governmental authority;


 


(5)     the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise
or collection thereof;


 


(6)     a transaction described under Section 5.01;


 


(7)     a Restricted Payment permitted under ‎Section 4.08 or a Permitted Investment;


 


(8)     any issuance of Disqualified Stock otherwise permitted pursuant to ‎Section 4.09;


 


(9)     the creation of a Lien not prohibited by this Indenture (but not the sale or disposition of the property subject to such
Lien);


 


(10)   the licensing or sublicensing of intellectual property or other general intangibles, 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;


 


(11)   the sale or other disposition of Cash Equivalents;


 


(12)   any surrender or waiver of contract rights or oil and natural gas leases or the settlement, release, recovery on or surrender
of contract, tort or other claims of any kind in the ordinary course of business;


 


(13)   a disposition of hydrocarbons or mineral products inventory in the ordinary course of business;


 




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(14)   the farm-out, lease or sublease of developed or undeveloped Oil and Gas Properties or license or concession to explore
or produce oil and natural gas owned or held by the Company or any Restricted Subsidiary in exchange for either (i) Oil and Gas
Properties or license or concession to explore or produce oil and natural gas owned or held by another Person or (ii) the assumption
by the other Person of any expenditures to explore or produce oil and natural gas in the Oil and Gas properties or license or
concession;


 


(15)   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 Permitted 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 financing of, and within 60 days after the acquisition of, the property that is subject
thereto;


 


(16)   to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for
use in the oil and gas business;


 


(17)   the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted under this Indenture
(other than Oil and Gas Properties), which assets are not used or useful in the principal business of the Company and its Restricted
Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable
in the good faith determination of the Company to consummate any acquisition permitted under this Indenture; and


 


(18)   any disposition of an asset or a series of related dispositions of assets with an aggregate Fair Market Value not to exceed
the greater of (i) $35.0 million and (ii) 1.75% of Adjusted Consolidated Net Tangible Assets.


 


“Average
Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number
of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount
of such principal payment by (ii) the sum of all such principal payments.


 


“Bankruptcy
Law” means Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of debtors or
other insolvency law in applicable jurisdictions (including applicable foreign jurisdictions).


 


“beneficial
ownership” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, and
“beneficial owner” has a corresponding meaning.


 


“Board
of Directors” means, with respect to any Person, the Board of Directors or similar governing body of such Person or
any duly authorized committee thereof.


 


“Business
Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in the City of New York, USA or the location of the office of any Paying
Agent.


 


“Capital
Lease Obligations” means, with respect to any Person, any obligation which is required to be classified and accounted
for as a capital lease on the face of a balance sheet of such person prepared in accordance with U.S. GAAP as in effect on the
Issue Date; the amount of such obligation will be the capitalized amount thereof, determined in accordance with U.S. GAAP as in
effect on the Issue Date; and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due


 




    -5-


    


    

under such
lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.


 


“Capital
Stock” means, with respect to any Person, any and all shares, shares of stock, membership interests, rights to purchase,
warrants, options, units, participations or other equivalents of or interests in (however designated, whether voting or nonvoting),
such Person’s equity including any Preferred Stock, but excluding any debt securities convertible into or exchangeable for
such equity.


 


“Cash
Equivalents” means:


 


(1)        U.S. dollars, or money in other currencies received in the ordinary course of business that are readily convertible into
U.S. dollars;


 


(2)        any evidence of Debt with a maturity of one year or less issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof, provided that the full faith and credit of the United States
of America is pledged in support thereof;


 


(3)        (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of
acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, (iv) overnight
bank deposits, and (v) deposits in restricted cash accounts, in each case with any bank or trust company organized or licensed
under the laws of the Cayman Islands or England or any political subdivision thereof or the United States or any state thereof
having capital, surplus and undivided profits in excess of $500.0 million whose long-term debt is rated “A-2” or higher
by S&P or “F2” or higher by Fitch (or the equivalent local rating);


 


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


 


(5)        commercial paper rated at least F2 by Fitch or A-1 by S&P (or the equivalent local rating) and maturing within one
year after the date of acquisition; and


 


(6)        money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through
(5) above.


 


“Change
of Control” means:


 


(1)        the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation
or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any Person (including any “person” as that term is used in Section 13(d)(3) of the
Exchange Act) other than to one or more Permitted Holders;


 


(2)        (i) if a Person (other than a Permitted Holder) beneficially owns, directly or indirectly, more than 50% of the outstanding
Voting Stock of the Company, measured by voting power rather than number of shares and (ii) no Permitted Holder beneficially owns,
directly or indirectly, a greater percentage of the outstanding Voting Stock of the Company than such Person; or


 




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(3)        the adoption of a plan or proposal for the liquidation or dissolution of the Company.


 


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


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
means the party named as such in the first paragraph of this Indenture or any successor obligor to its obligations under this
Indenture and the Notes pursuant to Article 5.


 


“Consolidated
Income Tax Expense” means, with respect to any period, the provision for federal, state, local and foreign income taxes
(including state franchise taxes accounted for as income taxes in accordance with U.S. GAAP) of the Company and its Restricted
Subsidiaries for such period as determined in accordance with U.S. GAAP.


 


“Consolidated
Interest Expense” means, for any period, the total consolidated interest expense (less interest income) of the Company
and its Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense and without
duplication:


 


(1)       interest
expense attributable to Capital Lease Obligations;


 


(2)       amortization
of debt discount and debt issuance cost (provided that any amortization of bond premium will be credited to reduce Consolidated
Interest Expense unless, pursuant to U.S. GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest
Expense);


 


(3)       non-cash
interest expense (to the extent deducted in the calculation of Consolidated Net Income);


 


(4)       commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;


 


(5)       the
interest expense on Debt of another Person that is guaranteed by the Company or one of its Restricted Subsidiaries or secured
by a Lien on assets of the Company or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon;


 


(6)       cash
costs associated with Hedging Obligations (including amortization of fees); provided, however, that if Hedging Obligations
result in net cash benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense unless,
pursuant to U.S. GAAP, such net benefits are otherwise reflected in Consolidated Net Income;


 


(7)
       the interest expense that was capitalized during such period; and


 


(8)       all
dividends paid or payable in cash, Cash Equivalents or Debt or accrued during such period on any series of Disqualified Stock
of the Company or on Preferred Stock of its Restricted Subsidiaries payable to a party other than the Company or a Wholly-Owned
Subsidiary.


 


minus,
to the extent included above, any interest attributable to Dollar-Denominated Production Payments; provided that, for the
purposes of calculating Consolidated Interest Expense, no effect shall be given to the discount and/or premium resulting from
the bifurcation of derivatives under FASB ASC 815


 




    -7-


    


    

and related
interpretations as a result of the terms of Debt to which such Consolidated Interest Expense relates.


 


“Consolidated
Net Income” means, for any period, the aggregate net income (loss) of the Company, its consolidated Restricted Subsidiaries
and the Company’s equity in net income of Kosmos-Trident International Petroleum Inc. determined in accordance with U.S.
GAAP and after any reduction in respect of Preferred Stock dividends of such Person; provided, however, that there
will not be included (to the extent otherwise included therein) in such Consolidated Net Income:


 


(1)       any
net income (loss) of any Person (other than the Company and Kosmos-Trident International Petroleum Inc.) that is not a Restricted
Subsidiary, except that:


 


(a)       subject
to the limitations contained in clauses (3) and (4) below, the Company’s equity in the net income of any such Person will
be included only to the extent of the amount of cash dividends or distributions actually distributed by such Person during the
relevant period to the Company or a Restricted Subsidiary (subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (2) below); and


 


(b)       the
Company’s equity in a net loss of any such Person for such period will be included to the extent such loss has been funded
with cash from the Company or a Restricted Subsidiary during such period;


 


(2)       solely
for the purpose of determining the amount available for Restricted Payments under Section 4.08(a)(3) any net income (but not loss)
of any Restricted Subsidiary (other than a Guarantor) if such Subsidiary is subject to restrictions, directly or indirectly, on
the payment of dividends or distributions, directly or indirectly, to the Company, except that


 


(a)       subject
to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Restricted
Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have
been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend
or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the
limitation contained in this clause); and


 


(b)       the
Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated
Net Income;


 


(3)       any
gain or loss realized upon the sale or other disposition of any property, plant or equipment of the Company or its consolidated
Subsidiaries (including pursuant to any Sale and Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary
course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;


 


(4)       any
extraordinary or nonrecurring gains or losses, together with any related provision for taxes on such gains or losses and all related
fees and expenses;


 


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


 


(6)       any
“ceiling limitation” or other asset impairment writedowns on Oil and Gas Properties under U.S. GAAP or SEC guidelines;


 




    -8-


    


    

(7)       any
unrealized non-cash gains or losses or charges in respect of Hedging Obligations;


 


(8)       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);


 


(9)       all
deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Debt; and


 


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


 


provided, further, for
the purposes of calculating Consolidated Net Income, no effect shall be given to the discount and/or premium resulting from the
bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of Debt.


 


“Consolidated
Net Working Capital” of Company as of any date of determination means the difference (shown on the balance sheet of
the Company and its Restricted Subsidiaries determined on a consolidated basis in accordance with U.S. GAAP as of the end of the
most recent fiscal quarter of the Company for which internal financial statements are available) between (i) all current assets
of the Company and its Restricted Subsidiaries except unrealized gains relating to Hedging Obligations and (ii) all current liabilities
of the Company and its Restricted Subsidiaries except the current portion of Debt, unrealized losses relating to Hedging Obligations
and liabilities associated with stock-based compensation.


 


“Consolidated
Total Debt Ratio” as of any date of determination means, the ratio of (1) consolidated total Debt (excluding Debt in
respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby letters of credit and (B) Debt
under Hedging Agreements existing on the Issue Date or otherwise permitted by ‎Section
4.09(b)(4)) of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal
financial statements are available immediately preceding the date on which such event for which such calculation is being made
shall occur minus Cash Equivalents included on the consolidated balance sheet of the Company as of the end of such most recent
fiscal quarter to (2) EBITDAX of the Company for the most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such event for which such calculation is being made shall occur,
in each case with such pro forma adjustments to consolidated total Debt, Cash Equivalents and EBITDAX as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.


 


“Corporate
Revolver” means that certain Revolving Credit Facility Agreement originally dated November 23, 2012, as amended and
restated pursuant to a deed of amendment and restatement dated August 6, 2018 and as last amended on July 31, 2020, among the
Company, Kosmos Energy Operating, Kosmos Energy International, Kosmos Energy Development, Kosmos Energy Ghana HC and Kosmos Energy
Finance International, ING Bank N.V., as Facility Agent, Crédit Agricole Corporate and Investment Bank, as Security and
Intercreditor Agent, and the other financial institutions listed therein, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, in each case as amended, restated, modified, renewed,
refunded, replaced or refinanced from time to time.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 or such other address
as to which the Trustee may give notice to the Holders and the Company.


 




    -9-


    


    

“Credit
Facilities” means, one or more debt facilities, indentures or commercial paper facilities (including, without limitation,
the Facility, the Corporate Revolver and the GoM Term Loan), in each case with banks, development banks, credit agencies, investment
banks, insurance companies, mutual funds, government sponsored agency and/or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from (or sell receivables to) such lenders against such receivables), letters of credit, notes, debentures,
bonds or similar instruments, or Capital Lease Obligations, mortgage financings or purchase money obligations Incurred for the
purpose of financing all or any part of property, plant or equipment or other assets, in each case, as amended, extended, restated,
renewed, refunded, replaced (whether contemporaneously or otherwise) or refinanced (in each case with Credit Facilities), supplemented
or otherwise modified (in whole or in part and without limitation as to amount, terms, conditions, covenants and other provisions)
from time to time.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


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


 


(1)        the principal of and premium, if any, in respect of (a) indebtedness of such person for money borrowed and (b) indebtedness
evidenced by notes, debentures, notes or other similar instruments for the payment of which such Person is responsible or liable;


 


(2)        all Capital Lease Obligations of such Person;


 


(3)        all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations
of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable or
other short-term obligations to suppliers payable within 180 days, in each case arising in the ordinary course of business);


 


(4)        all obligations of such Person for the reimbursement of any obligor on any 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 receipt by such Person of a demand for reimbursement following payment on the letter of credit);


 


(5)        all obligations of the type referred to in clauses (1) through (4) above of other Persons and all dividends of other Persons
for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor
or otherwise, including by means of any guarantee (other than obligations of other persons that are customers or suppliers of
such person for which such Person is or becomes so responsible or liable in the ordinary course of business to (but only to) the
extent that such Person does not, or is not required to, make payment in respect thereof);


 


(6)        all obligations of the type referred to in clauses (1) through (4) of other Persons secured by any Lien on any property
or asset of such person (whether or not such obligation is assumed by such person), the amount of such obligation being deemed
to be the lesser of the value of such property or assets or the amount of the obligation so secured;


 




    -10-


    


    

(7)        all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock
of such Person or, with respect to any Preferred Stock of any Subsidiary of such person that is not held by such Person or a Restricted
Subsidiary of such person, the greater of the maximum liquidation value of such Preferred Stock or the maximum mandatory redemption
or mandatory repurchase price with respect to such Preferred Stock (but excluding, in each case, any accrued dividends); and


 


(8)        any other obligations of such person which are required to be, or are in such Person’s financial statements, recorded
or treated as debt under U.S. GAAP;


 


provided that (other than
Disqualified Stock) the foregoing debt shall be included in this definition of Debt only if, and to the extent that, the debt
would appear as a liability on a balance sheet of such Person or in the notes to the financial statements in accordance with U.S.
GAAP.


 


Notwithstanding
the foregoing, the term “Debt” shall not include:


 


(1)        any leases or rentals of equipment related to exploration, production and commercialization activities, including without
limitation, leases or rentals of or related to drilling rigs, pipelines, supply boats, crude oil and LNG carriers, FPSO (floating
production storage and offloading) facilities, WHPs (wellhead platforms), TLWPs (tension leg wellhead platforms) and any other
equipment or other assets, provided that such leases or rentals do not include a bargain purchase option;


 


(2)        in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment
depends on the performance of such business after the closing;


 


(3)        Production Payments and Reserve Sales;


 


(4)        any obligations to customers, suppliers or service providers in the ordinary course of business with a maturity less than
90 days;


 


(5)        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 obligation, 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;


 


(6)        any obligations under Hedging Agreements; provided that such agreements are entered into for bona fide hedging purposes
of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the
Company, whether or not accounted for as a hedge in accordance with U.S. GAAP) and, in the case of currency hedging agreements
or commodity hedging agreements, such agreements are related to business transactions of the Company or its Restricted Subsidiaries
entered into in the ordinary course of business and, in the case of interest rate hedging agreements, such agreements substantially
correspond in terms of notional amount, duration and interest rates, as applicable, to the Debt of the Company or its Restricted
Subsidiaries Incurred without violation of this Indenture;


 




    -11-


    


    

(7)        any obligation arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, guarantees
or letters of credit, surety bonds or performance bonds, adjustment of purchase price, holdbacks, contingency payment obligations
or similar obligations (other than guarantees of Debt), in each case, Incurred or assumed in connection with the acquisition or
disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that such obligation is not reflected
on the face of the balance sheet of the Company or any Restricted Subsidiary;


 


(8)        any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
(except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided,
however, that such Debt is extinguished within five business days of Incurrence;


 


(9)        in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business;
and


 


(10)      all contracts and other obligations, agreements, instruments or arrangements described in clauses (16), (17), (18), (19)
and (20) of the definition of “Permitted Liens.”


 


“Deed
of Guarantee” means the Deed of Guarantee and Indemnity, originally dated November 23, 2012, as amended on April 4,
2019, among the Company, Kosmos Energy Operating, Kosmos Energy International, Kosmos Energy Development, Kosmos Energy Ghana
HC, Kosmos Energy Finance International, Kosmos Energy Equatorial Guinea, Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf
of Mexico, LLC, Kosmos Energy Gulf of Mexico Management, LLC and Kosmos Energy Gulf of Mexico Operations, LLC, and the Security
and Intercreditor Agent and as the same may be amended, supplemented, or otherwise modified in a manner not materially adverse
to the Holders when taken as a whole, as compared to the Deed of Guarantee as in effect immediately prior to such amendment, supplement
or modification.


 


“Deed
of Guarantee Accession Agreement” means that certain accession agreement to the Deed of Guarantee dated the date hereof
between the Company, Kosmos Energy Operating, Kosmos Energy International, Kosmos Energy Development, Kosmos Energy Ghana HC,
Kosmos Energy Finance International, Kosmos Energy Equatorial Guinea, Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico,
LLC, Kosmos Energy Gulf of Mexico Management, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the Trustee and the Security
and Intercreditor Agent on behalf of the beneficiaries under the Deed of Guarantee.


 


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


 


“Definitive
Note” means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer of such
Note is restricted by applicable law) that does not include the Global Notes Legend.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as
the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.


 


“Derivative
Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of
cash or other assets to which such Person or any Affiliate of such


 




    -12-


    


    

Person that
is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank
or Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of
which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness
of the Company and/or any one or more of the Guarantors (the “Performance References”).


 


“Designated
Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s
Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount
of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such
Designated Non-cash Consideration.


 


“Disqualified
Equity Interests” means Equity Interests that by their terms or upon the happening of any event are:


 


(1)           required to be redeemed or redeemable at the option of the holder prior to the date that is 91 days after the earlier of
Stated Maturity of the Notes for consideration other than Qualified Equity Interests or the date the Notes are no longer outstanding,
or


 


(2)           convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;


 


provided
that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof
the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior
to the Stated Maturity of the Notes if those provisions:


 


(A)          are no more favorable to the holders than the covenants described under ‎Section 4.15 and ‎Section 4.16 and


 


(B)           specifically state that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase
of the Notes as required by this Indenture.


 


“Disqualified
Stock” means Capital Stock constituting Disqualified Equity Interests:


 


“Dollar-Denominated
Production Payments” means production payment obligations recorded as liabilities in accordance with U.S. GAAP, together
with all undertakings and obligations in connection therewith.


 


“DTC”
means the Depository Trust Company.


 


“EBITDAX”
means, for any period, without duplication, the Consolidated Net Income for such period, plus the following, without duplication
and to the extent deducted (and not added back) in calculating such Consolidated Net Income:


 


(1)            Consolidated Interest Expense;


 


(2)            Consolidated Income Tax Expense;


 


(3)            consolidated depletion and depreciation expense of the Company and its Restricted Subsidiaries;


 




    -13-


    


    

(4)            consolidated amortization expense or asset impairment charges of the Company and its Restricted Subsidiaries;


 


(5)            other non-cash charges of the Company and its Restricted Subsidiaries (including, without limitation, any non-cash compensation
expenses, non-cash unrealized gains/losses on commodity derivatives, loss on extinguishment of Debt, doubtful account expense,
gains/losses on sale of Oil and Gas Properties, but excluding any non-cash charge to the extent it represents an accrual of or
reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included
in the calculation);


 


(6)            consolidated exploration expense of the Company and its Restricted Subsidiaries; and


 


(7)            each of the foregoing clauses (1) through (6) attributable to the Company’s joint ventures and its equity interest
in Kosmos-Trident International Petroleum Inc.;


 


if applicable
for such period; and less, to the extent included in calculating such Consolidated Net Income and in excess of any costs
or expenses attributable thereto that were deducted (and not added back) in calculating such Consolidated Net Income, the sum
of (x) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject
to Volumetric Production Payments, (y) amounts recorded in accordance with U.S. GAAP as repayments of principal and interest pursuant
to Dollar-Denominated Production Payments and (z) other non-cash gains (excluding any non-cash gain to the extent it represents
the reversal of an accrual or reserve for a potential cash item that reduced EBITDAX in any prior period).


 


Notwithstanding
the preceding sentence, clauses (1) through (7) relating to amounts of a Restricted Subsidiary of the referent Person will be
added to Consolidated Net Income to compute EBITDAX of such Person only in the same proportion that the Net Income of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such Person.


 


“Eligible
Equity Offering” means the issuance and sale for cash of Qualified Stock of the Company to any Person (other than a
Restricted Subsidiary of the Company) pursuant to (i) a public offering in accordance with any applicable laws, rules and regulations
or (ii) a private offering in accordance with Rule 144A, Regulation S and/or another exemption under the Securities Act or any
other applicable law, rules and regulations of any other jurisdiction.


 


“equally
and ratably” means as between the holders of Parity Debt Obligations within the same class after the repayment of amounts
payable to the Security and Intercreditor Agent under the Security Documents and the Parity Obligation Representatives in accordance
with the applicable Parity Obligation Document that payments made pursuant to such guarantee:


 


(1)           will be allocated and distributed first to the Parity Obligation Representative for each outstanding series of Parity Debt
within that class, for the account of the holders of such series of Parity Debt, ratably in proportion to the principal of, and
interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any,
outstanding (whether or not drawings have been made under such letters of credit) forming part of, and Hedging Obligations to
the extent constituting Parity Debt pursuant to the terms of, each outstanding series of Parity Debt within that class when the
allocation or distribution is made; and thereafter


 


(2)           will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium
(if any) and reimbursement obligations


 




    -14-


    


    

(contingent
or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of
credit) forming part of, and Hedging Obligations to the extent constituting Parity Debt pursuant to the terms of, each outstanding
series of Parity Debt within that class) to the Parity Obligation Representative for each outstanding series of Parity Debt within
that class, for the account of the holders of any remaining Parity Debt Obligations within that class, ratably in proportion to
the aggregate unpaid amount of such remaining Parity Debt Obligations within that class due and demanded (with written notice
to the applicable Parity Obligation Representative and the Security and Intercreditor Agent) prior to the date such distribution
is made.


 


“Equity
Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase or receive,
Capital Stock, but excluding Debt convertible into equity.


 


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


 


“Facility”
means that certain Facility Agreement, originally dated March 28, 2011, as amended and restated pursuant to a deed of amendment
and restatement dated February 5, 2018 and as last amended on July 31, 2020, among Kosmos Energy Finance International, Kosmos
Energy Senegal and Kosmos Energy Mauritania, as borrowers, the other guarantors party thereto, Crédit Agricole Corporate
and Investment Bank, as Security Agent, Standard Chartered Bank, as Facility Agent, and the other financial institutions listed
therein, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith,
in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.


 


“Fair
Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing
seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by
the Company and, unless specified in the relevant provision of this Indenture, if the Fair Market Value exceeds $10.0 million,
by an Officer of the Company, whose determination will be conclusive if evidenced by an Officer’s Certificate delivered
to the Trustee.


 


“Farm-In
Agreement” means an agreement whereby a 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 obligation, 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.


 


“Farm-Out
Agreement” means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to
another.


 


“Fitch”
means Fitch Ratings Inc. and any successor to its rating agency business.


 


“Fixed
Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of:


 


(x)       the
aggregate amount of EBITDAX of the Company and its Restricted Subsidiaries for the four fiscal quarters immediately prior to the
transaction date for which internal financial statements are available (the “reference period”) to


 


(y)       the
aggregate amount of Consolidated Interest Expense of the Company and its Restricted Subsidiaries during such reference period.


 




    -15-


    


    

In making the
foregoing calculation,


 


(1)       pro forma effect will be given to any Debt Incurred (and the application of proceeds thereof) during or after the reference
period to the extent the Debt is outstanding or is to be Incurred on the transaction date as if the Debt had been Incurred on
the first day of the reference period; and


 


(2)       pro forma effect will be given to:


 


(A)      the acquisition or disposition of companies, concessions, Oil and Gas Properties, or businesses by the Company and its
Restricted Subsidiaries, including any acquisition or disposition of a company, concessions, Oil and Gas Properties or businesses
since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference
period, and


 


(B)       the discontinuation of any discontinued operations that have occurred since the beginning of the reference period as if
such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference
period.


 


To the extent
that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma
calculation will be (i) based upon the most recent four full fiscal quarters for which the relevant financial information is available
and (ii) determined in good faith by the chief financial officer or the treasurer of the Company and may include, for the avoidance
of doubt, the amount of cost savings, synergies and operating expense reductions resulting from such acquisition or disposition
which is being given pro forma effect that have been or are expected to be realized based on actions taken, committed to be taken
or expected in good faith to be taken within 18 months.


 


“GoM
Term Loan” means the Senior Secured Term Loan Credit Agreement, dated September 30, 2020 and as last amended as of February
23, 2021, among Kosmos Energy Ltd., Kosmos Energy GoM Holdings, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the other guarantors
named therein, the lenders named therein and CLMG CORP, as Term Loan Collateral Agent and Administrative Agent.


 


“Government
Securities” means securities that are (1) direct obligations of the United States for the timely payment of which its
full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United
States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian
in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced
by such depositary receipt.


 


“guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation
of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt or other obligation of such Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services,


 




    -16-


    


    

to
take-or pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other
manner the obligee of such Debt or other obligation 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” will not include endorsements
for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding
meaning.


 


“Guarantor”
means:


 


(1)        the Senior Guarantors and the Subordinated Guarantors; and


 


(2)        any other Restricted Subsidiary of the Company that becomes a Guarantor by providing a Note Guarantee in accordance with
the provisions of this Indenture and the Security Documents;


 


and their
respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with
the provisions of this Indenture and the Security Documents.


 


“Hedging
Agreements” means (i) (a) any interest rate swap agreement, interest rate cap agreement or other agreement designed
to protect against fluctuations in interest rates or (b) any foreign exchange forward contract, currency swap agreement or other
agreement designed to protect against fluctuations in foreign exchange rates or (ii) any commodity or raw material futures contract
or any other agreement designed to protect against fluctuations in raw material prices.


 


“Hedging
Obligations” means the obligations of any Person pursuant to Hedging Agreements.


 


“Holder”
means the Person in whose name a Note is registered in the Note Register.


 


“Incur”
means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or guarantee such Debt or Capital Stock. The
term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of original issue discount or
payment of interest in kind will not be considered an Incurrence of Debt.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Initial
Notes” has the meaning set forth in the recitals hereto.


 


“Intercreditor
Agreements” means (i) the KEFI Intercreditor Agreement and (ii) the KEL Intercreditor Agreement, and in each case, as
the same may be amended, supplemented, or otherwise modified in a manner not materially adverse to the holders when taken as a
whole, as compared to the Intercreditor Agreement as in effect immediately prior to such amendment, supplement or modification.


 


“interest”
with respect to the Notes means interest with respect thereto and Additional Amounts, if any.


 


“Interest
Payment Date” means March 1 and September 1 of each year to stated maturity of the Notes.


 


“Investment”
means:


 


(1)       any
direct or indirect advance, loan (including guarantees) or other extension of credit to another Person, but excluding (i) any
advance, loan or extension of credit to customers in the ordinary course of business and (ii) any advance, loan or extension of
credit having a term not


 




    -17-


    


    

exceeding
180 days arising in connection with the sale of inventory, equipment or supplies by that Person in the ordinary course of business,


 


(2)       any
capital contribution to another Person, by means of any transfer of cash or other property or in any other form,


 


(3)       any
purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another
Person, any acquisitions of assets or substantially all the assets of a Person, including the receipt of any of the above as consideration
for the disposition of assets or rendering of services, or


 


(4)       any
guarantee of any obligation of another Person.


 


For
purposes of this definition, the term “Person” shall not include the Company or any Restricted Subsidiary or any Person
who would become a Restricted Subsidiary as a result of any Investment. If the Company or any Restricted Subsidiary sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company, all remaining Investments of the Company and the
Restricted Subsidiaries in such Person shall be deemed to have been made at such time.


 


For
purposes of ‎Section 4.08, the Company will be deemed to have made an “Investment” in an Unrestricted Subsidiary
at the time of its Designation, which will be valued at the Fair Market Value of the sum of the net assets of such Unrestricted
Subsidiary at the time of its Designation and the amount of any Debt of such Unrestricted Subsidiary owed to the Company or any
Restricted Subsidiary immediately following such Designation. Any property transferred to or from an Unrestricted Subsidiary will
be valued at its Fair Market Value at the time of such transfer.


 


“Investment
Grade” means BBB- or higher by S&P or BBB- or higher by Fitch, or the equivalent of such global ratings by S&P
or Fitch.


 


“Issue
Date” means the date on which the Notes are originally issued under this Indenture.


 


“KEFI
HY Noteholder Trustee” means the HY Noteholder Trustee as such term is defined in the KEFI Intercreditor Agreement.


 


“KEFI
HY Noteholders” means the HY Noteholders as such term is defined in the KEFI Intercreditor Agreement.


 


“KEFI
Intercreditor Accession Agreement” means that certain accession agreement, dated on or about the Issue Date, to the
KEFI Intercreditor Agreement among the Trustee and Crédit Agricole Corporate and Investment Bank, as Security and Intercreditor
Agent, as the same may be amended, supplemented, or otherwise modified in a manner not materially adverse to the Holders when
taken as a whole, as compared to the KEFI Intercreditor Agreement as in effect immediately prior to such amendment, supplement
or modification.


 


“KEFI
Intercreditor Agreement” means that Intercreditor Agreement, as amended on April 4, 2019, among the Company, Kosmos
Energy Finance International, Crédit Agricole Corporate and Investment Bank, as Security Agent, Security and Intercreditor
Agent and Proceeds Agent, ING Bank N.V. and the trustee of the 7.125% Senior Notes.


 




    -18-


    


    

“KEL
HY Noteholder Trustee” means the HY Noteholder Trustee as such term is defined in the KEL Intercreditor Agreement.


 


“KEL
HY Noteholders” means the HY Noteholders as such term is defined in the KEL Intercreditor Agreement.


 


“KEL
Intercreditor Accession Agreement” means that certain accession agreement, dated on or about the Issue Date, to the
KEL Intercreditor Agreement among the Trustee and Crédit Agricole Corporate and Investment Bank, as Security and Intercreditor
Agent, as the same may be amended, supplemented, or otherwise modified in a manner not materially adverse to the Holders when
taken as a whole, as compared to the KEL Intercreditor Agreement as in effect immediately prior to such amendment, supplement
or modification.


 


“KEL
Intercreditor Agreement” means the KEL Intercreditor and Security Sharing Agreement, as amended on April 4, 2019, among
Crédit Agricole Corporate and Investment Bank, as Security and Intercreditor Agent, ING Bank N.V., the trustee of the 7.125%
Senior Notes and the Company, as the same may be amended, supplemented, or otherwise modified in a manner not materially adverse
to the Holders when taken as a whole, as compared to the KEL Intercreditor Agreement as in effect immediately prior to such amendment,
supplement or modification.


 


“Lien”
means any mortgage (legal, equitable or otherwise), pledge, security interest, charge, conditional sale or other title retention
agreement or other similar lien.


 


“Long
Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases and/or the payment or
delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value
of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes
to the Performance References.


 


“Market
Capitalization” means an amount equal to (i) the total number of issued and outstanding common shares of Equity Interests
of the Company on the date of the declaration of a Restricted Payment permitted pursuant to ‎Section 4.08(b)(14) multiplied
by (ii) the arithmetic mean of the closing prices per share of such common shares of Equity Interests on the principal securities
exchange on which such common shares of Equity Interests are traded for the 30 consecutive trading days immediately preceding
the date of declaration of such Restricted Payment.


 


“Marketable
Securities” means publicly traded debt or equity securities that are listed for trading on a national securities exchange
and that were issued by a corporation with debt securities rated at least “AA-” from S&P or “AA-”
from Fitch, or the equivalent local rating.


 


“Net
Cash Proceeds,” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or Cash Equivalents
(including (i) payments in respect of deferred payment obligations to the extent corresponding to, principal, but not interest,
when received in the form of cash and (ii) proceeds from the conversion of other consideration received when converted to cash),
net of:


 


(1)           brokerage
commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment
bankers;


 


(2)           provisions for taxes as a result of such Asset Sale taking into account the consolidated results of operations of the Company
and its Restricted Subsidiaries;


 




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(3)           payments required to be made to repay Debt (other than revolving credit borrowings) outstanding at the time of such Asset
Sale that is secured by a Lien on the property or assets sold; and


 


(4)           appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension
and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated
with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved
amount to be deemed a receipt of cash.


 


“Net
Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its
Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments
as of such date of determination or (ii) it is reasonably expected that such would have been the case were a “Failure to
Pay” or “Bankruptcy Credit Event” (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have
occurred with respect to a co-issuer or any Guarantor immediately prior to such date of determination.


 


“Non-Recourse
Debt” means Debt:


 


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


 


(2)       no
default with respect to which would permit upon notice, lapse of time or both any holder of any Debt of the Company or any Restricted
Subsidiary to declare a default on such Debt or cause the payment of the Debt to be accelerated or payable prior to its stated
maturity.


 


“Note
Guarantee” means, individually, any guarantee of payment of the Notes and the Company’s other Obligations under
this Indenture by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively,
all such Guarantees.


 


“Notes”
means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes
of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental
indenture and Notes to be issued or authenticated upon transfer, replacement or exchange of Notes.


 


“Obligation
Sharing and Priority Confirmation” means as to any series of Parity Debt, the written agreement enforceable against
the Holders of such series of Parity Debt, as set forth in the applicable Parity Obligation Document (which, for the avoidance
of doubt, may include any Intercreditor Agreement or any accession deed or supplement thereto):


 


		(a)	for the enforceable benefit
                                         of all holders of each existing and future series of Parity Debt and each existing and
                                         future Parity Obligation Representative, that all Parity Debt Obligations will be and
                                         are guaranteed equally and ratably by all Parity Obligations at any time incurred by
                                         the Company or any Guarantor to guarantee any Obligations in respect of such series of
                                         Parity Debt, and that all such Parity Obligations will be enforceable by the Security
                                         and Intercreditor Agent for the benefit of all holders of Parity Debt Obligations equally
                                         and ratably;



 


		(b)	for the enforceable benefit
                                         of all holders of each existing and future series of Parity Debt, and each existing and
                                         future Parity Obligation Representative, that the holders of Obligations in



 




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respect
of such series of Parity Debt are bound by the provisions of the Security Documents, including the provisions relating to the
ranking of Parity Obligations and the order of application of proceeds from enforcement of Parity Obligations; and


 


		(c)	consenting to and directing
                                         the Security and Intercreditor Agent to perform its obligations under the Security Documents
                                         in respect of the Parity Debt Obligations.



 


“Obligations”
means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization
or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed
claim under applicable state, federal or foreign law), additional amounts (including Additional Amounts in respect of the Notes),
premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit
and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties,
fees, expenses, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any
Debt.


 


“Offer
to Purchase” means an Asset Sale Offer or a Change of Control Offer.


 


“Offering
Memorandum” means the offering memorandum dated February 25, 2021 related to the offer and sale of the Notes.


 


“Officer”
means the Chairman or any Director of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief
Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the
Secretary of any Person, or any other officer of such Person designated by any such individuals or any members or managers. Unless
otherwise indicated, Officer shall refer to an Officer of the Company.


 


“Officer’s
Certificate” means a certificate signed by any of the chief executive officer, the chief operating officer, the chief
financial officer, the chief accounting officer, the treasurer, a director, the general counsel or any vice president of the Company.


 


“Oil
and Gas Properties” means all properties, including without limitation, equity or other ownership interests directly
or indirectly therein, and any interests in any concession or license to explore or produce oil and natural gas.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee, in each case, containing
customary exceptions and qualifications. The counsel may be an employee of or counsel to the Company or the Trustee.


 


“Parity
Debt” means:


 


(1)           the Notes issued by the Company under this Indenture on the Issue Date and any Additional Notes;


 


(2)           any other Debt (including letters of credit and reimbursement obligations with respect thereto) of the Company that is
guaranteed or secured, if applicable, equally and ratably with the Notes by a Parity Obligation that was permitted to be incurred
or so secured, as applicable, under each applicable Parity Obligation Document; provided, in the case of Debt referred
to in this clause (2), that,


 


(a)           on or before the date on which such Debt is incurred by the Company, the documents governing the terms of such Debt are
designated by the


 




    -21-


    


    

Company,
in accordance with the Intercreditor Agreements, as “Finance Documents” (or such comparable term) for the purposes
of the Intercreditor Agreements;


 


(b)           such Debt is governed by an indenture, credit agreement or other agreement that includes an Obligation Sharing and Priority
Confirmation; and


 


(c)           all requirements set forth in the Security Documents to guarantee, or, if applicable, as to the confirmation, grant or
perfection of the Security and Intercreditor’s Lien, to the extent required, to secure, such Debt or Obligations in respect
thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Company delivers to the
Security and Intercreditor Agent an Officer’s Certificate stating that such requirements have been satisfied); and


 


(3)           Hedging Obligations of the Company incurred under Hedging Agreements.


 


“Parity
Obligation Documents” means this Indenture and any additional indenture, credit agreement or other agreement governing
a Series of Parity Debt and the Security Documents that establish the guarantee for, or, if applicable, create or perfect Liens
securing, such Parity Debt Obligations.


 


“Parity
Debt Obligations” means Parity Debt and all other Obligations in respect thereof.


 


“Parity
Obligation” means a guarantee or Lien, if applicable, granted by a Security Document to the Security and Intercreditor
Agent, at any time, to guarantee Parity Debt Obligations or, if applicable, upon any collateral to secure Parity Obligations.


 


“Parity
Obligation Representative” means (1) the Trustee (not in its individual capacity, but solely in its capacity as Trustee),
in the case of the Notes, or (2) in the case of any other series of Parity Debt, the trustee, agent or representative of the holders
of such series of Parity Debt who (a) is appointed as a Parity Obligation Representative (for purposes related to the administration
of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Debt,
together with its successors in such capacity, and (b) has become a party to the Security Documents, as necessary, by executing
a joinder, accession or supplement thereto in a manner provided for by the Security Documents.


 


“Permitted
Business” means any business which is the same as or related, ancillary or complementary to any of the businesses of
the Company and its Restricted Subsidiaries on the Issue Date, including without limitation, (1) the acquisition, exploration,
development, production, operation and disposition of interests in oil, gas and other hydrocarbon and mineral properties or products
produced in association with the foregoing (including without limitation through operating agreements, joint ventures, partnership
agreements, technical evaluation agreements, working interests, royalty interests, mineral leases, processing agreements, Farm-In
Agreements, Farm-Out Agreements or otherwise), and the utilization of the Company’s and its Restricted Subsidiaries’
properties or rights to explore or produce oil and gas, (2) the gathering, marketing, treating, processing, storage, distribution,
refining, selling and transporting of any production from such interests, properties or rights products produced in association
therewith and the marketing of oil, gas and other hydrocarbons and minerals obtained from unrelated Persons, (3) any other related
energy business, including power generation and electrical transmission business, (4) oil field sales and services and related
activities, (5) development, purchase and sale of real estate and interests therein and (6) any business or activity related to,
arising from, or necessary, appropriate or incidental to the activities described in the foregoing clauses (1) through (5) of
this definition.


 




    -22-


    


    

“Permitted
Business Investments” means any Investment and expenditure made in or assets or properties (including Capital Stock,
Debt or any other security or instrument of a Person) related to a Permitted Business, including without limitation, (1) ownership
interests in oil, natural gas, other hydrocarbons and minerals properties or gathering, transportation, processing, storage or
related systems (with directly or indirectly through any investment vehicle); (2) any operating agreements, joint ventures, partnership
agreements, working interests, royalty interests, mineral leases, processing agreements, Farm-In Agreements, Farm-Out Agreements,
contracts for the sale, transportation or exchange of oil, natural gas and other hydrocarbons, unitization agreements, pooling
arrangements, joint bidding agreements, service contracts, partnership agreements, limited liability company agreements, subscription
agreements, stock purchase agreements, stockholder agreements, area of mutual interest agreements, production sharing agreements
or other similar or customary agreements, transactions, properties, interests, or arrangements, and Investments and expenditures
in connection therewith or pursuant thereto; and (3) direct or indirect ownership interests in drilling rigs and related equipment,
including, without limitation, transportation equipment.


 


“Permitted
Debt” has the meaning set forth in ‎Section 4.09(b).


 


“Permitted
Holders” means any of the directors, officers and other management employees of the Company that are shareholders of
the Company on the Issue Date (or any Person at least 51% of each of the Capital Stock and Voting Stock of which (or, in the case
of a trust, at least 51% of the beneficial interest in which) is beneficially owned by such Persons). Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance
with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


 


“Permitted
Intercompany Activities” means any transactions between or among the Company and its Restricted Subsidiaries that are
entered into in the ordinary course of business or consistent with past practice of the Company and its Restricted Subsidiaries
and, in the good faith judgment of the Company are necessary or advisable in connection with the ownership or operation of the
business of the Company and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing,
insurance and hedging arrangements and (ii) management, technology and licensing arrangements, cost sharing agreements, commission
or royalty agreements, license or sub-license agreements, distribution agreements, services agreements, intellectual property
rights transfer agreements or any related agreements.


 


“Permitted
Investment” means:


 


(1)           any Investment in the Company or any Restricted Subsidiary (including, without limitation, in any Debt, other security
or instrument thereof, or any account held by the Company or any Restricted Subsidiary with any bank or trust company of a type
referred to in clause (3) of the definition of “Cash Equivalents” hereof);


 


(2)           any Investment by the Company or any Restricted Subsidiary in another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated
into, the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary;


 


(3)           Investments in Cash Equivalents and marketable securities as determined in accordance with U.S. GAAP;


 


(4)           stocks, obligations or securities received in settlement of (or foreclosure with respect to) debts created in the ordinary
course of business and owing to the Company or


 




    -23-


    


    

any
Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of a debtor;


 


(5)           any Investment existing on, or made pursuant to a binding commitment existing on or approved by the Board of Directors
as of, the Issue Date and any Investment consisting of an extension, modification or renewal of any Investment existing on the
Issue Date;


 


(6)           Investments represented by Hedging Obligations permitted under this Indenture;


 


(7)           Investments which are made exclusively with Capital Stock of the Company (other than Disqualified Stock);


 


(8)           any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred
in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or
other disputes with Persons who are not Affiliates;


 


(9)           any acquisition and holding of (a) federal, state and municipal tax credits acquired solely to pay amounts owed by the
Company or any Restricted Subsidiary to tax authorities and (b) discounted obligations of any governmental authority acquired
solely to pay tax amounts owed by the Company or any Restricted Subsidiary to such governmental authority;


 


(10)         Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made in compliance with
‎Section 4.16;


 


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


 


(12)         surety and performance bonds and workers’ compensation, utility, lease, tax, performance and similar deposits and
prepaid expenses in the ordinary course of business;


 


(13)         prepayments and other credits to suppliers made in the ordinary course of business;


 


(14)         loans and advances pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications
or arrangements entered into in the ordinary course of business;


 


(15)         Investments in connection with pledges, deposits, payments or performance bonds made or given in the ordinary course of
business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety
or environmental obligations;


 


(16)         any Investment acquired from a Person which is merged with or into the Company or any of its Restricted Subsidiaries, or
any Investment of any Person existing at the time such Person becomes a Restricted Subsidiary of the Company and, in either such
case, is not created as a result of or in connection with or in anticipation of any such transaction;


 




    -24-


    


    

(17)         Guarantees by the Company or any Restricted Subsidiary of operating leases, in each case entered into by the Company or
any Restricted Subsidiary in the ordinary course of business;


 


(18)         Guarantees of performance or other obligations arising in the ordinary course in the Permitted Business, including obligations
under oil and natural gas exploration, development, joint operating, and related agreements and licenses, concessions or operating
leases related to the Permitted Business;


 


(19)         payroll, commission, travel, relocation 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;


 


(20)         loans or grants in respect of community development projects made in the ordinary course of business customary in the Permitted
Business as appropriate for the Company’s regions of operations and consistent with past practice or counterparty requirement;


 


(21)         Investments in the Capital Stock of any Person other than a Restricted Subsidiary of the Company that are required to be
held pursuant to an involuntary governmental order of consideration, nationalization, seizure or expropriation or other similar
order with respect to Capital Stock of such Person (prior to which order such Person was a Subsidiary of the Company);


 


(22)         Investments in marketable securities or instruments to fund the Company’s or its Restricted Subsidiary’s pension
and other employee-related obligations pursuant to compensation arrangements approved by the Board of Directors or senior management
of the Company;


 


(23)         Investments made pursuant to a commitment that, when entered into, would have complied with the provisions of this Indenture;


 


(24)         loans or advances made to, or guarantees with respect to loans or advances made to, directors, officers or employees of
the Company or any Restricted Subsidiary in respect of travel, entertainment or moving related expense incurred in the ordinary
course of business; in respect of moving related expenses incurred in connection with any closing or consolidation or any facility
or office;


 


(25)         repurchases of the Notes (including Additional Notes) and related Note Guarantees;


 


(26)         any Permitted Business Investment;


 


(27)         advances made to customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case,
in the ordinary course of business; and


 


(28)         additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken
together with all other Investments made pursuant to this clause (28) that are at the time outstanding, not to exceed the greater
of (i) $125.0 million and (ii) 3.0% of Adjusted Consolidated Net Tangible Assets at the time of such Investment (with the Fair
Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).


 




    -25-


    


    

Eligible
Investments may include, without limitation, investments for which the Trustee or an Affiliate of the Trustee provides services
and receives compensation.


 


“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Preferred
Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other
Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.


 


“Production
Payments and Reserve Sales” means the grant or transfer by the Company or a Restricted Subsidiary of the Company to
any Person of a royalty, overriding royalty, net profits interest, Production Payment, partnership or other interest in Oil and
Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production
attributable to such properties, including without limitation any such grants or transfers pursuant to incentive compensation
programs on terms that are reasonably customary in the oil and gas business for geologists, geophysicists and other providers
of technical services to the Company or a Subsidiary of the Company.


 


“Project
Finance Debt” means, with respect to any Restricted Subsidiary, Debt (other than Debt under the Facility, the Corporate
Revolver or the GoM Term Loan) of such Restricted Subsidiary that is or was Incurred after the Issue Date to provide funds for
all or any part of the cost of exploration, drilling, development, production or operation of or from any interests in oil, gas
and other hydrocarbon and mineral properties of such Restricted Subsidiary; provided that:


 


(1)        the principal amount of such Debt does not exceed the cost so funded;


 


(2)        any Liens securing such Debt are created no later than 365 days after the commencement of full operation on such properties
(provided, however, that if governmental or regulatory approval is required for the creation of such Liens, the Lien will
be deemed to have been created upon application to such governmental or regulatory body for approval, regardless of whether such
approval is granted within the 365-day period, or at all); and


 


(3)        neither the Company nor any Guarantor provides any credit support of any kind (including any Debt, undertaking, guarantee,
Lien, indemnity, completion guarantee or equity commitment) or is directly or indirectly liable (as a guarantor or otherwise)
for any Debt or other obligations of such Restricted Subsidiary directly owning such properties, other than any obligation:


 


(a)          arising under operation of law;


 


(b)          consisting of a guarantee Incurred pursuant to ‎Section 4.09(b)(13); and


 


(c)          of any intermediate holding companies of the Restricted Subsidiary directly holding such properties (including, for the
avoidance of doubt, any Guarantor that may be such an intermediate holding company) that have no material assets other than direct
or indirect (through one or more intermediate holding companies) holdings of the Capital Stock of, and investments in, such Restricted
Subsidiary directly owning such properties; provided that recourse against any such intermediate holding company shall
be limited to a pledge of or mortgage over the Capital Stock of, and investments in, (x) such Restricted Subsidiary directly owning
such properties or (y) any other intermediate holding companies through which the


 




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Capital
Stock of, or investments in, such Restricted Subsidiary directly owning such properties are held.


 


Notwithstanding
anything in clause (3) above, the Company and the Guarantors may provide completion guarantees, equity commitments or similar
credit support (including letters of credit) in relation to the project so funded if such completion guarantees, equity commitments
or similar credit support (including letters of credit) are consistent with the then current market requirements for limited recourse
financing of projects in the oil and gas industry.


 


Project Finance
Debt shall also include Debt of any intermediate holding company of the Restricted Subsidiary directly owning the relevant properties
to the extent such Debt is expressly permitted by clause (3) of this definition.


 


“Property”
means (i) any land, buildings, machinery and other improvements and equipment located therein, (ii) any intangible assets, including,
without limitation, and brand names, trademarks, copyrights and patents and similar rights and (iii) any income (licensing or
otherwise), proceeds of sale or other revenues therefrom.


 


“Purchase
Money Obligations” means any Debt Incurred to finance or refinance the acquisition, leasing, construction or improvement
of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets, or otherwise
(including through the purchase of Capital Stock of any Person owning such property or assets).


 


“Qualified
Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.


 


“Qualified
Stock” means all Capital Stock of a Person other than Disqualified Stock.


 


“Rating
Agency” means S&P or Fitch; or if S&P or Fitch are not making rating of the Notes publicly available, an internationally
recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P
or Fitch or both, as the case may be


 


“Rating
Event” means the rating on the Notes is lowered by both of the Rating Agencies on any day within the period (the “Trigger
Period”) commencing on the earlier of (i) the occurrence of a Change of Control and (ii) public announcement of the
occurrence of a Change of Control or our or any Person’s intention to effect a Change of Control and ending 60 days following
the consummation of such Change of Control (which period will be extended so long as the rating of the Notes is under publicly
announced consideration for a possible downgrade by either of the Rating Agencies); provided, however, that a Rating Event
otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event)
if (1) during the Trigger Period, the relevant rating is subsequently upgraded to its level at the beginning of the Trigger Period
(or better) or (2) the Rating Agency making the reduction in rating to which this definition would otherwise apply publicly announces
or informs the Trustee in writing (or we provide the Trustee with any Officer’s Certificate to such effect) at our request
that the reduction was not the result, in whole or in part, of any event or circumstance comprised of or arising as a result of,
or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of
the Rating Event).


 


“Record
Date” for the interest payable on any applicable Interest Payment Date means the February 15 or August 15 (whether or
not a Business Day) next preceding such Interest Payment Date.


 




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“Regulated
Bank” means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured
by the Federal Deposit Insurance Corporation; (ii) a corporation organized under Section 25A of the U.S. Federal Reserve Act of
1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision
of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch
referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office
thereof supervised by a bank regulatory authority in any jurisdiction.


 


“Relevant
Date” means, with respect to any payment on a Note, whichever is the later of: (i) the date on which such payment first
becomes due; and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on
which notice is given to the Holders that the full amount has been received by the Trustee.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer
of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or any other officer to whom any corporate trust matter is referred because of such officer’s knowledge of
and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this Indenture.


 


“Restricted
Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. Unless otherwise indicated, when
used herein, the term “Restricted Subsidiary” shall refer to a Restricted Subsidiary of the Company.


 


“S&P”
means S&P Global Inc. and any successor to its rating agency business.


 


“Sale
and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease
of property previously transferred by such Person to the lessor.


 


“Screened
Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any
other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between
it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing
of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder
or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes
and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such
Holder that is acting in concert with such Holders in connection with its investment in the Notes.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, or any successor statute or statutes thereto.


 


“Security
and Intercreditor Agent” means Crédit Agricole Corporate and Investment Bank, as Security and Intercreditor Agent
under the Intercreditor Agreements and any successor thereto.


 


“Security
Documents” means the Intercreditor Agreements, the Deed of Guarantee and all other security agreements, pledge agreements,
collateral assignments, mortgages, collateral agency agreements, intercreditor agreements, deed of trust or other grants or transfers
for security executed and


 




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delivered
by the Company, a Guarantor or any other obligor under the Notes or the Note Guarantees relating to a guarantee or creating (or
purporting to create) a Lien upon collateral in favor of the Security and Intercreditor Agent for the benefit of the holders of
the Parity Debt Obligations, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time
to time, in accordance with its terms.


 


“Senior
Debt” means, whether outstanding on the Issue Date or thereafter issued, created, Incurred or assumed, the Debt under
the Facility; provided, however, that Senior Debt will not include: any Indebtedness, guarantee or obligation of
the Company that is expressly subordinate or junior in right of payment to any other Indebtedness, guarantee or obligation of
the Company, including, without limitation, any Subordinated Debt and any Subordinated Obligations.


 


“Senior
Guarantor” means, as of and after the Issue Date, each of Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico,
LLC, Kosmos Energy Gulf of Mexico Management, LLC and Kosmos Energy Gulf of Mexico Operations, LLC.


 


“Short
Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment
or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value
of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes
to the Performance References.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within
the meaning of Rule 1-02 under Regulation S-X promulgated pursuant to the Securities Act.


 


“Stated
Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal
of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency
has occurred).


 


“Subordinated
Debt” means any Debt of the Company or a Restricted Subsidiary which is subordinated in right of principal payment to
the Notes or a Note Guarantee, as applicable, pursuant to a written agreement to that effect.


 


“Subordinated
Guarantor” means, as of and after the Issue Date, each of Kosmos Energy Operating, Kosmos Energy International, Kosmos
Energy Development, Kosmos Energy Ghana HC, Kosmos Energy Equatorial Guinea and Kosmos Energy Finance International.


 


“Subsidiary”
means with respect to any Person, any corporation limited liability company, partnership, association or other business entity
of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries
of such Person (or a combination thereof).


 


“Transfer
Restricted Notes” means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes
Legend.


 


“Treasury
Rate” means, with respect to any redemption date, the yield to maturity as of the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such statistical
release is no


 




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longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to
March 1, 2024; provided, however, that if the period from the redemption date to March 1, 2024 is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year
will be used.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.


 


“Trustee”
means Wilmington Trust, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions
of this Indenture and thereafter means the successor serving hereunder.


 


“U.S.
GAAP” means accounting practices generally accepted in the United States (or, if the Company so elects following the
Issue Date by notice to the Trustee, which election may not later be reversed, International Financial Reporting Standards as
adopted by the International Accounting Standards Board) as in effect from time to time or on the Issue Date (other than with
respect to Capital Lease Obligations), in the Company’s discretion.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company designated as an Unrestricted Subsidiary pursuant to ‎Section 4.13.
Any such Designation may be revoked by a resolution of the Board of Directors of the Company, subject to ‎Section 4.13.


 


“Volumetric
Production Payments” means production payment obligations recorded as deferred revenue in accordance with U.S. GAAP,
together with all undertakings and obligations in connection therewith.


 


“Voting
Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for
the election of directors, managers or other voting members of the governing body of such Person.


 


“Wholly-Owned
Subsidiary” means a Restricted Subsidiary of which at least 95% of the Capital Stock or other ownership interest (other
than directors’ qualifying shares) is owned by the Company or another Wholly-Owned Subsidiary.


 


Section
1.02          
Other Definitions.


 


	Term	Defined
in Section 

	 	 
	“Additional Amounts”	‎Section 4.18(a)
	“Agent Members”	2.1(c) of Appendix A
	“Applicable Procedures” 	1.1(a) of Appendix A
	“Asset Sale Offer”	4.16(a)(5)
	“Asset Sale Offer Amount”	‎3.09(b)
	“Asset Sale Offer Period”	‎3.09(b)
	“Asset Sale Purchase Date”	‎3.09(b)
	“Asset Sale Proceeds Application Period”	4.16(a)(3)
	“Authentication Order”	‎2.02(c)
	“Change of Control Offer”	‎4.15(a)
	“Change of Control Payment”	‎4.15(a)
	“Change of Control Payment Date”	‎4.15(a)(2)
	“Clearstream” 	1.1(a) of Appendix A
	“Covenant Defeasance”	8.03
	“Covenant Satisfaction Officer’s Certificate”	6.02(e)




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	Term	Defined
in Section 

	 	 
	“Default Direction”	6.02(e)
	“Definitive Notes Legend”	2.2(e) of Appendix A
	“Designation” 	4.13(a)
	“Directing Holder”	6.02(e)
	“Distribution Compliance Period”	1.1(a) of Appendix A
	“ERISA Legend”	2.2(e) of Appendix A
	“Euroclear”	1.1(a) of Appendix A
	“Event of Default”	6.01(a)
	“Excess Proceeds”	‎Section 4.16(a)
	“Expiration Date”	1.05(j)
	“FATCA”	4.18(a)(7)
	“Final Decision”	6.02(e)
	“Financing Documents” 	‎Section 7.02(m)
	“Global Note”	2.1(b) of Appendix A
	“Global Notes Legend”	2.2(e) of Appendix A
	“IAI” 	1.1(a) of Appendix A
	“IAI Global Note” 	2.1(b) of Appendix A
	“Limited Condition Transaction” 	14.01(a)
	“Litigation”	6.02(e)
	“Legal Defeasance”	8.02(a)
	“Note Register”	2.03(a)
	“Noteholder Direction”	6.02(e)
	“Paying Agent”	2.03(a)
	“Payment Default” 	‎Section 6.01(a)
	“PDF” 	‎Section 14.17
	“Permitted Liens” 	‎Section 4.10(b)
	“Permitted Refinancing Debt” 	‎Section 4.09(b)
	“Position Representation”	6.02(e)
	“QIB” 	1.1(a) of Appendix A
	“Related Party Transaction” 	‎Section 4.14(a)
	“Relevant Taxing Jurisdiction” 	‎Section 4.18(a)
	“Registrar”	2.03(a)
	“Regulation S” 	1.1(a) of Appendix A
	“Regulation S Global Note” 	2.1(b) of Appendix A
	“Regulation S Notes” 	2.1(a) of Appendix A
	“Restricted Payments”	‎4.08(a)
	“Restricted Notes Legend”	2.2(e) of Appendix A
	“Revocation” 	‎Section 4.13(b)
	“Rule 144” 	1.1(a) of Appendix A
	“Rule 144A” 	1.1(a) of Appendix A
	“Rule 144A Global Note” 	2.1(b) of Appendix A
	“Rule 144A Notes” 	2.1(a) of Appendix A
	“Successor Company”	5.01(a)
	“Successor Guarantor”	‎Section 5.01(d)
	“Transaction Agreement Date” 	14.01(a)
	“Transparency Directive” 	4.19
	“Unrestricted Global Note”	1.1(a) of Appendix A
	“Verification Covenant”	6.02(e)
	“Verification Covenant Officer’s Certificate”	6.02(e)



 



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Section
1.03          
Rules of Construction.


 


Unless
the context otherwise requires:


 


(1)       a
term defined in Section 1.01 or 1.02 has the meaning assigned to it therein;


 


(2)       an
accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP;


 


(3)       “or”
is not exclusive;


 


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


 


(5)       provisions
apply to successive events and transactions;


 


(6)       unless
the context otherwise requires, any reference to an “Appendix,” “Article,” “Section,” “clause,”
“Schedule” or “Exhibit” refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case
may be, of this Indenture;


 


(7)       the
words “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not
any particular Article, Section, clause or other subdivision;


 


(8)       “including”
means including without limitation;


 


(9)       references
to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor
sections or rules adopted by the SEC from time to time;


 


(10)       unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications
to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms
of this Indenture; and


 


(11)       in
the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions, the
Company may classify such transaction as it, in its sole discretion, determines.


 


Section
1.04          
Trust Indenture Act.


 


This
Indenture shall not be subject to any provisions or requirements of the Trust Indenture Act.


 


Section
1.05          
Acts of Holders.


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given 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 duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company and the Guarantors. Proof of execution of any such instrument or of a writing appointing any such agent, or the
holding by any Person of a Note, shall be


 




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sufficient
for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Company and the Guarantors,
if made in the manner provided in this Section 1.05.


 


(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved (1) by the affidavit of
a witness of such execution or by the certificate of any 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 or (2) in
any other manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other
than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same.
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 that the Trustee deems sufficient.


 


(c)           The ownership of Notes shall be proved by the Note Register.


 


(d)           Any request, demand, authorization, direction, notice, consent, waiver or other action by 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 any action taken, suffered or omitted by the Trustee, the Company or the Guarantors
in reliance thereon, whether or not notation of such action is made upon such Note.


 


(e)           The Company may set a record date for purposes of determining the identity of Holders entitled to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to
vote on or consent to any action authorized or permitted to be taken by Holders; provided that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in clause (f) below. Unless otherwise specified, if not set by the Company prior to the first
solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote,
any such record date shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the
most recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to
this clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not
such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made,
given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes, or each affected
Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Company, 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 in the manner set forth in Section 14.02.


 


(f)            The Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving
or making of (1) any notice of default under Section 6.01(a), (2) any declaration of acceleration referred to in Section
6.02, (3) any direction referred to in Section 6.05 or (4) any request to pursue a remedy as permitted in Section 6.06.
If any record date is set pursuant to this paragraph, the Holders on such record date, and no other Holders, shall be entitled
to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. 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


 




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and
the applicable Expiration Date to be given to the Company and to each Holder in the manner set forth in Section 14.02.


 


(g)           Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do
so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which
may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken
by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same
effect as if given or taken by separate Holders of each such different part.


 


(h)           Without limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Note,
may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is the
Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through
such Depositary’s standing instructions and customary practices.


 


(i)            The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in
any Global Note held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy
or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided
in this Indenture to be made, given or taken by Holders; provided that if such a record date is fixed, only the beneficial
owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial
owners remain beneficial owners of interests in such Global Note after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the
applicable Expiration Date.


 


(j)            With respect to any record date set pursuant to this Section 1.05, the party hereto that 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 in the manner set forth in Section 14.02, on or prior to both the existing and
the new Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section
1.05, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record
date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this clause
(j).


 


ARTICLE
2



THE NOTES


 


Section
2.01          
Form and Dating; Terms.


 


(a)           Provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Indenture are set forth
in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s
certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in
and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements
with national securities exchanges to which the Company or any Guarantor is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the


 




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Company).
Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $200,000 and integral
multiples of $1,000 in excess thereof.


 


(b)           The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.


 


The terms and
provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions
and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.


 


The Notes shall
be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in ‎Section 4.16 or a Change of Control
Offer as provided in ‎Section 4.15, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable,
other than as provided in Article 3.


 


Additional
Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company without notice
to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the
same terms as to status, redemption or otherwise (other than issue date, issue price and, if applicable, the first Interest Payment
Date and the first date from which interest will accrue) as the Initial Notes; provided that the Company’s ability
to issue Additional Notes shall be subject to the Company’s compliance with ‎Section 4.09 and ‎Section 4.10; provided,
further, that unless such Additional Notes are issued under a separate CUSIP, such Additional Notes will be fungible with
the Initial Notes for U.S. federal income tax purposes.


 


Section
2.02          
Execution and Authentication.


 


(a)           At least one Officer shall execute the Notes on behalf of the Company by manual, electronic or facsimile signature. If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless
be valid.


 


(b)           A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee.
The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.


 


(c)           On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication
Order”), authenticate and deliver the Initial Notes. At any time and from time to time, the Trustee shall, upon receipt
of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication
Order for such Additional Notes issued hereunder.


 


(d)           The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. 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 such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an
Affiliate of the Company.


 


(e)           The Trustee shall authenticate and make available for delivery upon a written Authentication Order of the Company signed
by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $450,000,000,
(b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for
any of the


 




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foregoing
in accordance with this Indenture. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date
on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or
Unrestricted Global Notes.


 


Section
2.03          
Registrar and Paying Agent.


 


(a)           The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and at least one office or agency where Notes may be presented for payment (“Paying
Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar, and the term “Paying Agent” includes any additional paying agent. The Company may
change any Paying Agent or Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar
or Paying Agent, the Trustee shall act as such. The Company may change the Paying or Registrar without prior notice to the Holders
of the Notes, the Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.


 


(b)           The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company initially appoints
the Trustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.


 


(c)           As long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of the
exchange so require, the Company will also maintain a listing agent, a registrar, a transfer agent and a paying agent in Luxembourg.
The Company initially appoints Banque Internationale à Luxembourg S.A. to act as Luxembourg Listing Agent, Luxembourg Paying
Agent and Luxembourg Transfer Agent in Luxembourg for the Notes.


 


Section
2.04          
Paying Agent to Hold Money in Trust.


 


The Company
shall, no later than 10:00 a.m. (New York City time) on each due date for the payment of principal, premium, if any, and interest
on any of the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders
entitled to the same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action
or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal,
premium, if any, and interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a Paying
Agent shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.


 


To the extent
that the Paying Agent receives any amounts pursuant to this Section 2.04 and such amounts are remitted to the Holders, the Trustee
and the Paying Agent shall have no further obligations with respect thereto. Each Holder of a Note or a beneficial interest therein
by its acceptance thereof agrees that if any amounts received by it are determined to be in contravention of the provisions of
an Intercreditor Agreement it shall hold such funds and pay them to the Security and Intercreditor Agent as described in the Intercreditor
Agreements.


 




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Section
2.05          
Holder Lists.


 


The Trustee
shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of all Holders in the Note Register. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least two
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.


 


Section
2.06          
Transfer and Exchange.


 


(a)           The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration
of transfer and in compliance with Appendix A.


 


(b)           To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s
request.


 


(c)           No service charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant to
Section 2.07), but the Holders shall be required to pay 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
2.10, 3.06, 3.09, 4.15, 4.16 and 9.05 of this Indenture).


 


(d)           All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall 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)           None of the Company, the Transfer Agent and the Registrar shall be required (1) to issue, to register the transfer of or
to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or
to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of
Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed
or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding
Interest Payment Date.


 


(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, premium, if any, and (subject to the Record Date provisions of the Notes) 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)           Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to ‎Section
4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.


 


(h)           At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of
a like aggregate principal amount upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Registrar or
such other office specified by the Company. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the


 




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Company
shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder
making the exchange is entitled to in accordance with the provisions of Section 2.02 and Appendix A.


 


(i)            All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission (provided
that such electronic transmission shall be in the form of a pdf file of a document executed by the required Person).


 


(j)            All transfers and exchanges of any Note shall be subject to the provisions set forth in Appendix A. The Trustee and the
Registrar shall be entitled to receive such evidence as may be reasonably requested by it to establish the identity and/or signatures
of any transferee or transferor.


 


(k)           The Company is not required to transfer or exchange any Note selected for redemption.


 


Section
2.07          
Replacement Notes.


 


If a mutilated
Note is surrendered to the Trustee or the Registrar or if a Holder claims that its Note has been lost, destroyed or wrongfully
taken and the Trustee and the Registrar receive evidence to its satisfaction of the ownership and loss, destruction or theft of
such Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement
Note if the Trustee’s requirements are otherwise met. If required by the Trustee or the Company, an indemnity bond must
be provided by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge
the Holder for the expenses of the Company, the Trustee and the Registrar in replacing a Note. Every replacement Note is a contractual
obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all
other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07, in case any mutilated,
lost, destroyed 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.


 


Section
2.08           Outstanding Notes.


 


(a)           The Notes outstanding at any time are all the Notes authenticated by the Trustee or any authenticating agent except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth
in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided
that Notes held by the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of Section
3.07(b).


 


(b)           If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial
Code in effect in the State of New York.


 


(c)           If the principal amount of any Note is considered paid under ‎Section 4.01, it ceases to be outstanding and
interest on it ceases to accrue from and after the date of such payment.


 


(d)           If the Trustee or a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on the maturity
date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to
be redeemed or purchased on that


 




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date
and such Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to Article 12, then on and
after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


Section
2.09          
Treasury Notes.


 


In determining
whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver or consent, Notes beneficially
owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith
shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any
such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes
or any Affiliate of the Company or of such other obligor.


 


Section
2.10         
Temporary Notes.


 


Until definitive
Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders and beneficial
holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders,
respectively, of Notes under this Indenture.


 


Section
2.11          
Cancellation.


 


The Company
at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee,
the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy cancelled Notes in accordance with its customary procedures (subject to the record
retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall, upon the written request
of the Company, be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.


 


Section
2.12          
Defaulted Interest.


 


(a)           If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special
record date, in each case at the rate provided in the Notes and in ‎Section 4.01. The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided
in this Section 2.12. The Company shall fix or cause to be fixed each such special record date and payment date; provided
that no such special record date shall be less than ten days prior to the related payment date for such defaulted


 




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interest.
The Company shall promptly notify the Trustee of such special record date. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or
deliver by electronic transmission in accordance with the applicable procedures of the Depositary, or cause to be mailed or delivered
by electronic transmission in accordance with the applicable procedures of the Depositary to each Holder a notice that states
the special record date, the related payment date and the amount of such interest to be paid. Notwithstanding the foregoing, any
interest which is paid prior to the expiration of the 30-day period set forth in Section 6.01(a)(1) shall be paid to Holders as
of the record date for the Interest Payment Date for which interest has not been paid.


 


(b)           Subject to the foregoing provisions of this Section 2.12 and for greater certainty, 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 interest, which were carried by such other Note.


 


Section
2.13           
CUSIP and ISIN Numbers


 


The Company
in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN
numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders; provided that the Trustee
shall have no liability for any defect in any CUSIP numbers as they appear on the Notes, on any notice or elsewhere and that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of redemption or exchange or in Offers to Purchase and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption or exchange or Offer to Purchase shall not be affected by any defect in
or omission of such numbers. The Company shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP
or ISIN numbers.


 


ARTICLE
3



REDEMPTION


 


Section
3.01          
Notices to Trustee.


 


If the Company
elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, Registrar, Paying Agent and Transfer Agent no
later than 15 days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section
3.03 (unless a shorter notice shall be agreed to by the Trustee) but not more than 60 days before a redemption date (unless in
connection with a defeasance under Article 8), an Officer’s Certificate setting forth the paragraph or subparagraph of such
Note or Section of this Indenture pursuant to which the redemption shall occur and such information as is required under Section
3.03(b).


 


Section
3.02          
Selection of Notes to Be Redeemed or Purchased.


 


(a)           If less than all of the Notes are to be redeemed pursuant to Section 3.07 or purchased in an Offer to Purchase at any time,
the selection of the Notes to be redeemed or purchased shall be made as follows: (1) if the Notes are listed on any national securities
exchange (and such listing is actually known to the Paying Agent), in compliance with the requirements of the principal national
securities exchange on which the Notes are listed or (2) if such national securities exchange has no requirement governing redemptions
or if the Notes are not so listed, the Depositary shall select the Notes by lot in the case of Global Notes and otherwise on a
pro rata basis, by lot or by such other method as the Paying Agent in its sole discretion deems to be fair and appropriate,
but in any case in accordance with


 




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the
Depositary’s applicable procedures. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed
or purchased shall be selected, unless otherwise provided herein, not less than 30 (or 15 days in the case of ‎Section
3.07(g)) nor more than 60 days prior to the redemption date by the Trustee from the then outstanding Notes not previously called
for redemption or purchase.


 


(b)           The Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case
of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions
of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000; provided that no Notes of $200,000 in
principal amount or less shall be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture
that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.


 


(c)           After the redemption date or purchase date, upon surrender of a Note to be redeemed or purchased in part only, a new Note
or Notes in principal amount equal to the unredeemed or unpurchased portion of the original Note, representing the same Debt to
the extent not redeemed or not purchased, shall be issued in the name of the Holder of the Notes upon cancellation of the original
Note (or appropriate book entries shall be made to reflect such partial redemption).


 


Section
3.03          
Notice of Redemption.


 


(a)           Subject to Section 3.09, the Company shall mail or deliver by electronic transmission in accordance with the applicable
procedures of the Depositary, or cause to be mailed (or delivered by electronic transmission in accordance with the applicable
procedures of the Depositary) notices of redemption of Notes not less than ten days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed pursuant to this Article at such Holder’s registered address or otherwise
in accordance with the applicable procedures of the Depositary, except that redemption notices may be mailed more than 60 days
prior to a redemption date if the notice is issued in connection with Article 8 or Article 13. Except as set forth in Section 3.07(f),
notices of redemption may not be conditional.


 


(b)           The notice shall identify the Notes to be redeemed (including CUSIP and ISIN number, if applicable) and shall state:


 


(1)           the
redemption date;


 


(2)           the
redemption price, including the portion thereof representing any accrued and unpaid interest; provided that in connection
with a redemption under Section 3.07(a), the notice need not set forth the redemption price but only the manner of calculation
thereof;


 


(3)           if
any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed;


 


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


 


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


 


(6)           that,
unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant
to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date;


 




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(7)          the
paragraph or subparagraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption are being
redeemed;


 


(8)          that
no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed
on the Notes; and


 


(9)          if
applicable, any condition to such redemption.


 


(c)          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 shall have delivered to the Trustee, at least 45 days before notice of redemption is
required to be sent or caused to be sent to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to
by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in Section 3.03(b).


 


(d)          From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and so
long as it is required by the rules of such exchange, the Company shall publish notice of redemption as described in ‎Section
14.02(d).


 


Section
3.04           
Effect of Notice of Redemption.


 


Once notice
of redemption is given in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price (except as provided for in Section 3.07(f)). The notice, if mailed or delivered by
electronic transmission in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note designated
for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject
to Section 3.05, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.


 


Section
3.05          
Deposit of Redemption or Purchase Price.


 


(a)          No later than 10:00 a.m. (New York City time) on the redemption or purchase date, the Company shall deposit with the Trustee
or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes
to be redeemed or purchased on that date. If a Note is redeemed or purchased on or after a Record Date but on or prior to the
related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Holder of record on such Record Date.
The Paying Agent shall promptly send to each Holder whose Notes are to be redeemed or repurchased the applicable redemption or
purchase price thereof and accrued and unpaid interest thereon via wire transfer of immediately available funds to the accounts
specified by such Holders thereof. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued and unpaid interest on, all Notes to be redeemed or purchased.


 


(b)           If the Company complies with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest
shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased
on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption
or purchase date in respect of such Note will be paid on such redemption or purchase date to the Person in whose name such Note
is registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid
upon surrender for redemption or purchase because of the failure of the Company to comply with Section 3.05(a), interest
shall be paid on the unpaid principal,


 




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from
the redemption or purchase date until such principal is paid, and, to the extent lawful, on any interest accrued to the redemption
or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in ‎Section
4.01.


 


Section
3.06          
Notes Redeemed or Purchased in Part.


 


Upon surrender
of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee
shall promptly authenticate and mail to the Holder (or make appropriate adjustments to the amount and beneficial interests in
any Global Note) at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of
the Note surrendered representing the same Debt to the extent not redeemed or purchased; provided that each new Note shall
be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding
anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate
is required for the Trustee to authenticate such new Note.


 


Section
3.07          
Optional Redemption.


 


(a)           At any time prior to March 1, 2024 , the Company may on any one or more occasions redeem the Notes, at its option, in whole
or in part, upon notice pursuant to ‎Section 3.03 at a redemption price as calculated by the Company equal to 100%
of the outstanding principal amount of such Notes, plus the Applicable Premium. Promptly after the determination thereof, the
Company shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall
not be responsible for such calculation.


 


(b)           On or prior to March 1, 2024, the Company may on any one or more occasions, at its option, use an amount not to exceed
the net cash proceeds of one or more Eligible Equity Offerings to redeem up to 40% of the aggregate principal amount of the outstanding
Notes (including any Additional Notes) with the Net Cash Proceeds of one or more Eligible Equity Offerings, upon notice pursuant
to Section 3.03, at a redemption price as calculated by the Company equal to 107.500% of the principal amount of the Notes
redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding the redemption date; provided
that (1) after giving effect to any such redemption, at least 60% of the aggregate principal amount of the Notes (including
any Additional Notes but excluding Notes held by the Company and its Subsidiaries) issued under this Indenture remains outstanding;
and (2) the Company makes such redemption not more than 180 days after the consummation of such Eligible Equity Offering.


 


(c)           Except pursuant to clauses (a), (b), (g) or (h) of this Section 3.07, the Notes shall not be redeemable at the Company’s
option prior to March 1, 2024.


 


(d)           On and after March 1, 2024, the Company may on any one or more occasions redeem the Notes, at its option, in whole or in
part, upon notice pursuant to Section 3.03 at the redemption prices as calculated by the Company (expressed as a percentage
of outstanding principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional
Amounts, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date
to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on March 1 of
the years set forth below::


 


	Year 
	Percentage 

	2024	103.750%
	2025	101.875%
	2026
    and thereafter	100.000%
	 	 




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(e)           Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.


 


(f)            Notice of any redemption of the Notes in connection with a corporate transaction (including, without limitation, an Eligible
Equity Offering, an Incurrence of Debt or a Change of Control Triggering Event) may, at the Company’s discretion, be given
prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase
is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable,
shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions
shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all
such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. The Company may
designate at its option and provide in such notice that payment of the redemption price and performance of the Company’s
obligations with respect to such redemption may be performed by another Person; provided that any call for redemption by
such Person be treated as if such call was made by the Company.


 


(g)           In connection with any tender offer for the Notes, in the event that the Holders of not less than 90% of the aggregate
principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company,
or a third party making such a tender offer in lieu of the Company, purchases all the Notes validly tendered and not withdrawn
by such Holders, the Company or any such third party will have the right, on not less than ten nor more than 60 days’ prior
notice, given not more than 30 days following such purchase date, to redeem all of the Notes that remain outstanding following
such purchase at the purchase price equal to that offered to each other Holder in such tender offer plus, to the extent not included
in the tender offer payment, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding,
to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date).


 


(h)           (1)               At any time, if the Company or any successor is or, on the next date on which any amount would be payable in respect
of the Notes, would be required to pay Additional Amounts on the Notes, or any Guarantor or any successor is required to pay Additional
Amounts on the Note Guarantees, the Company or any successor may elect to redeem the Notes, in whole but not in part, at a redemption
price as calculated by the Company equal to 100% of the remaining principal amount plus accrued and unpaid interest, if any, and
any Additional Amounts accrued to, but excluding, the fixed date of redemption. The Company or any successor will not be entitled
to redeem the Notes pursuant to the previous sentence unless the Company, a Guarantor or any successor is required to pay such
Additional Amounts due to a change in or amendment to the laws (or any rules or regulations thereunder) of the jurisdiction of
its incorporation or any political subdivision or taxing authority thereof or therein, including a change in or amendment to an
official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of
competent jurisdiction), which change or amendment becomes effective or is announced on or after the Issue Date or, in the event
a successor which is not incorporated pursuant to the laws of the United States has assumed the obligations under the Notes, on
or after the date a successor assumes the obligations under the Notes.


 


(2)            
In the event that the Company or any successor elects to redeem the Notes pursuant to clause ‎(h)(1) above,
it will deliver to the Trustee and the Paying Agent: (1) an Officer’s Certificate, signed in the name of the Company or
any successor, stating that (a) the Company or such successor is entitled to redeem the Notes pursuant to the terms of this Indenture
and the Notes and certifying that the condition or conditions precedent to the right of


 




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the
Company or any successor to so redeem have occurred or been satisfied and (b) the payment of Additional Amounts cannot be avoided
by the relevant payor taking reasonable measures available to it; provided, however, that reasonable measures shall not include
changing the payor’s jurisdiction of incorporation or the location of its principal executive office or registered office;
and (2) an opinion of tax counsel of nationally recognized standing in the Relevant Taxing Jurisdiction, to the effect that the
Company, a Guarantor or any successor has or will become obligated to pay Additional Amounts as a result of the change or amendment
described in the preceding paragraph, and that all governmental requirements necessary for the Company or any successor to effect
the redemption have been complied with.


 


Section
3.08          
Mandatory Redemption; Open Market Purchases.


 


The Company
will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


The Company
or its Affiliates may at any time purchase Notes in the open market or otherwise at any price. Any such purchased Notes will not
be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.


 


Section
3.09          
Offers to Repurchase by Application of Excess Proceeds.


 


(a)           In the event that, pursuant to ‎Section 4.16, the Company is required to commence an Asset Sale Offer, the Company
must, within 30 days, make such Asset Sale Offer to purchase Notes having a principal amount equal to:


 


(A)
accumulated Excess Proceeds, multiplied by


 


(B)
a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which
is equal to the outstanding aggregate principal amount of the Notes and all other Parity Debt that is similarly required to be
repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000.


 


The purchase
price for the Notes will be 100% of the outstanding principal amount plus accrued and unpaid interest and Additional Amounts,
if any, to the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate
principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase
Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes
in multiples of $1,000 principal amount will be purchased; provided that after a purchase from a holder in part, such holder shall
hold $200,000 in principal amount of notes or a multiple of $1,000 in excess thereof.


 


(b)           The Asset Sale Offer will remain open for a period of 20 Business Days following its commencement, except to the extent
that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than 30 Business
Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Company will
apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Parity Debt (on a pro
rata basis, if applicable) required to be purchased pursuant to ‎Section 4.16 (the “Asset Sale Offer Amount”),
or, if less than the Asset Sale Offer Amount of Notes (and, if applicable, Parity Debt) has been so validly tendered, all Notes
and Parity Debt validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same
manner as interest payments on the Notes are made.


 




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(c)           If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued,
unpaid interest and Additional Amounts, if any, up to but excluding the Asset Sale Purchase Date, shall be paid to the Person
in whose name a Note is registered at the close of business on such Record Date.


 


(d)           Upon the commencement of an Asset Sale Offer, the Company shall mail a notice to each of the Holders or otherwise deliver
such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice shall contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale
Offer shall be made to all Holders and, if required, all holders of Parity Debt. The notice, which shall govern the terms of the
Asset Sale Offer, shall state:


 


(1)           that
an Asset Sale Offer is being made pursuant to this Section 3.09 and ‎Section 4.16 and the expiration time of the Asset Sale
Period;


 


(2)           the
Asset Sale Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest, and the
Asset Sale Purchase Date;


 


(3)           that
Notes must be tendered in integral multiples of $1,000 (subject to clause (8) below), and any Note not properly tendered will
remain outstanding and will continue to accrue interest;


 


(4)           that,
unless the Company defaults in making the payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest on and after the Asset Sale Purchase Date;


 


(5)           that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” attached to such Note completed, the Paying Agent specified in the notice
at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Sale Purchase
Date;


 


(6)           that
Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives
at the address specified in the notice, not later than the expiration of the Asset Sale Offer Period, a telegram, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the Notes the Holder tendered for purchase and a statement
that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;


 


(7)           that,
if the aggregate principal amount of Notes and Parity Debt surrendered by the holders thereof exceeds the Asset Sale Offer Amount,
then the Notes and such Parity Debt will be purchased on a pro rata basis based on the aggregate accreted value or principal
amount, as applicable, of the Notes or such Parity Debt tendered and the selection of the Notes for purchase shall be made as
follows: (1) if the Notes are listed on any national securities exchange and the Paying Agent is notified of such listing, in
compliance with the requirements of the principal national securities exchange on which the Notes are listed or (2) if such national
securities exchange has no requirement governing redemptions or if the Notes are not so listed on a securities exchange, the Depositary
shall select the Notes to be redeemed by lot in the case of Global Notes and otherwise on a pro rata basis, by lot or by
such other method as the Paying Agent may reasonably determine is fair and appropriate, although no Note having a principal amount
of $200,000 shall be purchased in part;


 




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(8)           that
Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (the unpurchased portion of the Notes must be equal to $200,000 or an integral multiple of $1,000 in
excess thereof); and


 


(9)           the
other procedures, as determined by the Company, consistent with this Section 3.09 that a Holder must follow.


 


(e)           On or before the Asset Sale Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata
basis to the extent necessary or as otherwise provided in ‎Section 4.16(a)(5), the Asset Sale Offer Amount of Notes
and Parity Debt or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or, if less
than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes and Parity Debt so tendered,
in the case of the Notes, in whole number multiples of $1,000; provided that if, following repurchase of a portion of a
Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $200,000, then
the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately
after such repurchase is $200,000. The Company will deliver, or cause to be delivered, to the Trustee the Notes so accepted and
an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes
or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.


 


(f)            The Trustee, the Paying Agent or the Company, as the case may be, will promptly, but in no event later than five Business
Days after termination of the Asset Sale Offer Period, distribute to each tendering Holder or holder or lender of Parity Debt,
as the case may be, an amount equal to the purchase price of the Notes or the Parity Debt so validly tendered and not properly
withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order, will authenticate and mail or deliver (or cause to
be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture
to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or
deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each
such new Note will be in a principal amount of at least $200,000 or an integral multiple of $1,000 in excess thereof. Any Note
not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce the results
of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date.


 


(g)           The Company will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable
laws or regulations in connection with the repurchase of Notes pursuant to an Asset Sale Offer, and the procedures related to
an Asset Sale Offer contained in this Indenture will be modified as necessary to permit such compliance. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with
the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by
virtue thereof.


 




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ARTICLE
4



COVENANTS


 


Section
4.01          
Payment of Notes.


 


(a)               
The Company will pay, or cause to be paid, the principal, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary, holds as of 10:00 a.m. (New York City) time, on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay the principal, premium, if any, and interest
then due and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to Article 12.


 


(b)               
The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent lawful.


 


Section
4.02          
Maintenance of Office or Agency.


 


The Company
shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company
and the Guarantors in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency.


 


The Company
may also from time to time designate additional 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. The Company shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


 


The Company
hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company with respect to the presentment
or surrender of Notes in accordance with Section 2.03; provided, that the Trustee shall not be considered an agent of the Company
for service of legal process.


 


Section
4.03          
Taxes.


 


The Company
shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all taxes, assessments and governmental
levies except (a) such as are being contested in good faith and by appropriate negotiations or proceedings or (b) where the failure
to effect such payment would not have a material adverse effect (1) upon the financial condition, business or results of
operations of the Company and its Restricted Subsidiaries and (2) on the ability of the Company and its Restricted Subsidiaries
to perform their respective obligations under the Notes or this Indenture.


 


Section
4.04          
Stay, Extension and Usury Laws.


 


The Company
and each Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force,


 




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that
may affect the covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it shall not, by resort to any such
law, 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 has been enacted.


 


Section
4.05          
Corporate Existence.


 


Subject to
Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (1) its
corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries,
in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the
corporate, partnership, limited liability company or other existence of any of its Restricted Subsidiaries, if the Company in
good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Restricted Subsidiaries, taken as a whole.


 


Section
4.06          
Reporting Requirements.


 


(a)             Whether
or not required by the SEC, so long as any Notes are outstanding, the Company will file with the SEC for public availability within
the time periods specified in the SEC’s rules and regulations taking into account any extension of time, deemed filing date
or safe harbor contemplated or provided for by Rule 12b-25, Rule 13a-11(c), and Rule 15d-11(c) under the Exchange Act, or General
Instruction I.A.3(b) of Form S-3 under the Securities Act, and successor provisions (unless the SEC will not accept such a filing,
in which case the Company will furnish to the Trustee and, upon its prior request, to any Holder, within the time periods specified
in the SEC’s rules and regulations):


 


(1)            
all quarterly and annual financial and hydrocarbon proved reserve information with respect to the Company and its Subsidiaries
that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and,
with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent
accountants; and


 


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


 


(b)             For so long as any Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3),
if at any time the Company and the Guarantors are not required to file the reports required by the preceding paragraphs with the
SEC, they will furnish to the Holders and to securities analysts and prospective investors in the Notes, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have
provided such information to the holders of the Notes, securities analysts and prospective holders of the Notes if it has filed
reports containing such information with the SEC via the EDGAR filing system and such reports are publicly available, it being
understood the Trustee shall not be responsible for determining whether such filings have been made.


 


(c)             In the event that:


 




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(1)            the
rules and regulations of the SEC permit the Company and any direct or indirect parent company of the Company to report at such
parent entity’s level on a consolidated basis and such parent entity of the Company 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, or


 


(2)            any direct or indirect parent of the Company becomes a Guarantor of the Notes,


 


such
consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.06 for
the Company will satisfy this covenant; provided that, such financial information is accompanied by consolidating information
that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any
of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company
and its Subsidiaries on a standalone basis, on the other hand.


 


(d)             If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary
or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company,
then the annual and quarterly information required by ‎Section 4.06(a)(1) shall include a presentation of selected
financial metrics (in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section.


 


Section
4.07          
Compliance Certificate.


 


(a)             The Company and each Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year ending after
the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer
stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing officer with a view to determining whether the Company and each Guarantor have kept,
observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such officer signing such
certificate, that to the best of his or her knowledge, the Company and each Guarantor have kept, observed, performed and fulfilled
each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any
of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such
Defaults of which he or she may have knowledge and what action the Company and each Guarantor are taking or propose to take with
respect thereto).


 


(b)             When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence
of Debt of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Company
will promptly (which shall be within ten Business Days following the date on which the Company becomes aware of such Default,
receives notice of such Default or becomes aware of such action, as applicable) send to the Trustee an Officer’s Certificate
specifying such event, its status and what action the Company is taking or proposes to take with respect thereof.


 


Section
4.08          
Limitation on Restricted Payments.


 


(a)               
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other
actions described in the following clauses being collectively “Restricted Payments”):


 




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(i)                 declare or pay any dividend or make any distribution on its Equity Interests held by Persons other than the Company or
any of its Restricted Subsidiaries (other than (A) dividends or distributions paid in the Company’s Qualified Equity Interests
and (B) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the
Company, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly,
by the Company);


 


(ii)                purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company held by Persons other than
the Company or any of its Restricted Subsidiaries;


 


(iii)               repay, redeem, repurchase, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment
or scheduled sinking fund payment on or with respect to any Subordinated Debt, except (A) a payment of interest and (B) a repayment,
redemption, repurchase, defeasance or acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case, due within one year of the date of such repayment, redemption, repurchase, defeasance
or acquisition or retirement; or


 


(iv)               make any Investment (other than Permitted Investments);


 


unless, at the time of, and after
giving effect to, the proposed Restricted Payment:


 


(1)               
no Default or Event of Default has occurred and is continuing;


 


(2)               
the Company could Incur at least $1.00 of Debt under the test set forth in Section 4.09(a); and


 


(3)               
the aggregate amount expended for such Restricted Payment and all other Restricted Payments made on or after the Issue
Date would not, subject to Section 4.08(c), exceed the sum of:


 


(A)             
50% of the cumulative Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of
the loss) of the Company beginning on the first day of the fiscal quarter in which the Issue Date occurs to the end of the most
recently completed fiscal quarter for which financial statements have been provided (or if not timely provided, required to be
provided) pursuant to this Indenture, plus


 


(B)             
subject to Section 4.08(b), the aggregate Net Cash Proceeds and the Fair Market Value of property received by the Company
((i) other than Net Cash Proceeds to the extent such Net Cash Proceeds have been used to Incur Debt pursuant to ‎Section
4.09(b)(18) or (ii) other than Net Cash Proceeds and the Fair Market Value of property from a Restricted Subsidiary) after the
Issue Date from:


 


(x)       the
issuance and sale of its Qualified Equity Interests, or


 


(y)       as
a contribution to its common equity, plus


 


(C)             
the amount by which Debt of the Company or any of its Restricted Subsidiaries is reduced on the Company’s balance
sheet or the balance sheet of such Restricted Subsidiary, in each case, upon the conversion or exchange (other than by the Company
or any of its Restricted Subsidiaries) subsequent to the issue date of any such Debt for Qualified Equity Interests of the Company
(less the amount of any cash or the


 




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Fair
Market Value of any other property distributed by the Company or any of its Restricted Subsidiaries upon such conversion or exchange);
plus


 


(D)             
without duplication of any amount included in the calculation of Consolidated Net Income, an amount equal to the sum of
(x) the aggregate amount of cash and the Fair Market Value of any asset received by the Company or any of its Restricted Subsidiaries
subsequent to the Issue Date with respect to Investments (other than Permitted Investments) made after the Issue Date by the Company
or any of its Restricted Subsidiaries in any Person, proceeds realized on the sale of such Investments and proceeds representing
the return of capital and (y) in the event that the Company re-designates an Unrestricted Subsidiary to be a Restricted Subsidiary
of the Company, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value
of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is so re-designated; provided, however,
that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments
(excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any of its Restricted
Subsidiaries in such Person or Unrestricted Subsidiary; plus


 


(E)              
without duplication of any amount included above under this clause, 100% of any dividends received by the Company or any
of its Restricted Subsidiaries from an Unrestricted Subsidiary.


 


The
amount expended in any Restricted Payment, if other than in cash, will be deemed to be the Fair Market Value of the relevant non-cash
assets, as determined by the Company in good faith.


 


(b)           The provisions of ‎Section 4.08(a) will not prohibit:


 


(1)            
the payment of any dividend or distribution (including in the form of interest on shareholders’ equity) within 60
days after the date of declaration thereof if, at the date of declaration, such dividend or distribution would comply with ‎Section
4.08(a);


 


(2)            
the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt owed
to the Company or any of its Restricted Subsidiaries, the Incurrence of which was permitted under ‎Section 4.09(b)(1);


 


(3)            
the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with
the proceeds of, or in exchange for, Permitted Refinancing Debt;


 


(4)            
any Restricted Payment made in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified
Equity Interests of the Company or of a cash contribution to the common equity of the Company not representing an interest in
Disqualified Stock; provided that such Net Cash Proceeds shall be excluded from the calculation in clause (3)(B) of ‎Section
4.08(a);


 


(5)            
repurchases of Equity Interests of the Company deemed to occur upon exercise of warrants, options or rights to acquire
Equity Interests if such Equity Interests represent a portion of the exercise price of such warrants, options or rights or nominal
cash payments (or related withholding taxes) in lieu of issuances of fractional shares;


 




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(6)            
 the payment of dividends, distributions or other amounts to fund the repurchase, redemption or other acquisition or retirement
for value of any of the Company’s Equity Interests or any Equity Interests of any of its Restricted Subsidiaries held by
any then-existing or former director, officer, employee, independent contractor or consultant of the Company or any of its Restricted
Subsidiaries or their respective assigns, estates or heirs; provided, however, that the price paid for all repurchased,
redeemed, acquired or retired Equity Interests in all cases, other than as a result of death, disability or termination of employment
or directorship does not exceed $10.0 million in the aggregate in any fiscal year (with unused amounts in any fiscal year being
carried over to succeeding fiscal years subject to a maximum payment (without giving effect to the following proviso) of $20.0
million in any fiscal year); provided, further, that the amounts in any fiscal year may be increased by an amount not to
exceed: (A) the cash proceeds received by the Company from the sale of Qualified Equity Interests of the Company to any present
or former employees, directors, officers or consultants (or their respective permitted transferees) of the Company or any of its
Restricted Subsidiaries following the Issue Date, to the extent that such cash proceeds have not otherwise been applied to the
payment of Restricted Payments by virtue of clause (3) above and such Net Cash Proceeds shall be excluded from the calculation
in clause (3)(B) of ‎Section 4.08(a); plus (B) the cash proceeds of “key man” life insurance policies
received by the Company or any of its Restricted Subsidiaries since the Issue Date;


 


(7)            
repurchases of Subordinated Debt at a purchase price not greater than (a) 101% of the principal amount or accreted value,
as applicable, of such Subordinated Debt and accrued and unpaid interest thereon in the event of a Change of Control or (b) 100%
of the principal amount or accreted value, as applicable, of such Subordinated Debt and accrued and unpaid interest thereon, in
the event of an Asset Sale, in connection with any change of control offer or asset sale offer required by the terms of such Subordinated
Debt, but only if: (i) in the case of a Change of Control, the Company has first made and consummated an Offer to Purchase and
complied with and fully satisfied its obligations with respect thereto pursuant to ‎Section 4.15; or (ii) in the case
of an Asset Sale, the Company has first made and consummated an Offer to Purchase and complied with and fully satisfied its obligations
with respect thereto pursuant to ‎Section 4.16;


 


(8)            
payments of dividends on Disqualified Stock issued pursuant to ‎Section 4.09;


 


(9)            
the defeasance, repurchase, redemption or other acquisition or retirement for value of (a) any Equity Interests of the
Company or any Restricted Subsidiary of the Company 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, restricted stock units and phantom stock) in order to satisfy any tax withholding
obligation with respect to such exercise or vesting or (b) to the extent otherwise constituting a Restricted Payment, any rights
under any cash and/or equity-settled equity stock appreciation agreement or plan of the Company or any Restricted Subsidiary;


 


(10)        
Restricted Payments in an aggregate amount not to exceed $300.0 million;


 


(11)        
the distribution, by dividend or otherwise, of Equity Interests of, or Debt owed to the Company or a Restricted Subsidiary
by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents);


 




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(12)        
the purchase, repurchase, prepayment, redemption, defeasance, exchange or other acquisition or retirement of Subordinated
Debt of a Restricted Subsidiary consisting of Acquired Debt (other than Debt incurred (i) to provide all or any portion of the
funds utilized to consummate the transaction or series of related transactions pursuant to which such person became a Restricted
Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary or (ii) otherwise in connection with or in contemplation
of such acquisition);


 


(13)        
Restricted Payments by the Company and its Restricted Subsidiaries pursuant to the Permitted Intercompany Activities;


 


(14)        
the declaration and payment of dividends on the Company’s Capital Stock, in an amount not to exceed a sum of (A)
up to 6% per annum of amount of Net Cash Proceeds received by or contributed to the Company in or from any Eligible Equity Offering,
other than offerings with respect to the Company’s Equity Interests registered on Form S-4 or Form S-8; and (B) an aggregate
amount per annum not to exceed 5.0% of Market Capitalization;


 


(15)        
the purchase, repurchase, exchange or other acquisition or retirement of Equity Interests of the Company in an aggregate
amount not to exceed $150.0 million; and


 


(16)        
(i) the declaration and payment of dividends on the Company’s Capital Stock in an amount not to exceed 50% of the
Net Cash Proceeds from the sale of an Oil and Gas Property at any time and from time to time, if, after giving pro forma effect
to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio is less than 2.00 to 1.00, (ii) the declaration
and payment of dividends on the Company’s Capital Stock in an amount not to exceed the Net Cash Proceeds from the sale of
the Equity Interests or any of the property or assets of a Restricted Subsidiary that is not a Guarantor, or (iii) the distribution,
by dividend or otherwise, of Equity Interests of a Restricted Subsidiary that is not a Guarantor; provided that in the
case of clauses (ii) and (iii), after giving pro forma effect to the payment of any such Restricted Payment, the Consolidated
Total Debt Ratio is less than 3.50 to 1.00;


 


provided, further, that,
in the case of clauses (2), (8) and (10), no Default or Event of Default has occurred and is continuing or would occur as a result
thereof.


 


(c)               
In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date, only amounts expended pursuant
to clauses (1), (6), (7) and (14) of ‎Section 4.08(b) will be included in such calculation under paragraph (a). For
purposes of determining compliance with this ‎Section 4.08, (i) in the event that a Restricted Payment meets the criteria
of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (16) of ‎Section
4.08(b) above, the Company will be permitted to divide or classify (or later divide, classify or reclassify in whole or in part
in its sole discretion) such Restricted Payment at the time of its payment in any manner that complies with ‎Section
4.08 or to later reclassify all or a portion of such Restricted Payment, and (ii) in the event that a Permitted Investment meets
the criteria of more than one of the categories of Permitted Investment described in clauses (1) through (28) of the definition
thereof, the Company will be permitted to divide or classify (or later divide, classify or reclassify in whole or in part in its
sole discretion) such Permitted Investment at the time of its payment in any manner that complies with ‎Section 4.08
or to later reclassify all or a portion of such Permitted Investment.


 


Section
4.09          
Limitation on Debt.


 


(a)              The
Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt; provided that the Company
or any of its Restricted Subsidiaries may Incur Debt if, on the date of the Incurrence, after giving pro forma effect to the Incurrence
and the receipt and the application


 




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of
the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0; and provided, further, that
the amount of Debt Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed in
an aggregate principal amount at any one time outstanding the greater of (i) $50.0 million and (ii) 2.5% of Adjusted Consolidated
Net Tangible Assets.


 


(b)              Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur the following
(“Permitted Debt”):


 


(1)            
Debt of the Company or a Restricted Subsidiary so long as such Debt is owed to the Company or a Restricted Subsidiary and
which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes or the Note Guarantees,
as applicable; provided, however, that if such Debt is owed to a Restricted Subsidiary that is not a Guarantor such Debt
shall be unsecured and subordinated in right of payment to the Notes;


 


(2)            
Debt of the Company pursuant to the Notes (other than any Additional Notes) and Debt of the Guarantors pursuant to the
Note Guarantees (other than with respect to any Additional Notes);


 


(3)            
Debt of the Company or a Restricted Subsidiary (“Permitted Refinancing Debt”) constituting an extension
or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay,
redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”)
then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums (including tender
premiums), discounts, fees and other costs and expenses (including original issue discount, upfront fees or similar fees); provided
that:


 


(A)             
in case the Debt to be refinanced is subordinated in right of payment to the Notes or a Note Guarantee, the new Debt, by
its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in
right of payment to the Notes or such Note Guarantee at least to the extent that the Debt to be refinanced is subordinated to
the Notes or such Note Guarantee;


 


(B)             
the new Debt does not have a Stated Maturity prior to (i) the Stated Maturity of the Debt to be refinanced, and the Average
Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (ii) the 91st day after the
Stated Maturity of the Notes and does not have any scheduled principal payments prior to such date;


 


(C)             
in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any
Restricted Subsidiary that is not a Guarantor; and


 


(D)             Debt
Incurred pursuant to clauses (1), (4), (5), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (20) may not be
refinanced pursuant to this clause;


 


(4)            Debt under Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business
or directly related to Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture, and
in each case not for speculative purposes;


 


(5)            Debt
of the Company or any Restricted Subsidiary in respect of performance bonds, customs, reimbursement obligations, letters of credit,
bankers’ acceptances,


 




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deposits,
promissory notes, self-insurance obligations, completion guarantees and bid, surety or appeal bonds or Hydrocarbons balancing
positions provided in the ordinary course of business;


 


(6)            
(i) Debt of the Company or any Restricted Subsidiary Incurred to finance an acquisition (or other purchase of assets),
or (ii) Acquired Debt of the Company or any Restricted Subsidiary; provided, however, in the case of clauses (i) or (ii),
that after giving effect to the Incurrence of such Debt pursuant to this clause, either (A) the Company or such Restricted Subsidiary
would have been able to Incur $1.00 of additional Debt pursuant to the test set forth in ‎Section 4.09(a); or (B) would
not have a lower ratio set forth in ‎Section 4.09(a) immediately after such Incurrence;


 


(7)            
Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (including, without limitation, the 7.125%
Senior Notes but other than Debt outstanding under the Facility, the Corporate Revolver or the GoM Term Loan);


 


(8)            
Debt represented by guarantees of pension fund obligations of the Company or any Restricted Subsidiary required by law
or regulation;


 


(9)            
Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit
or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including,
without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business
of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental
or regulatory authority;


 


(10)        
Debt of any cash pooling or other cash management agreements of the Company or any Restricted Subsidiary in place with
a bank or financial institution but only to the extent of offsetting credit balances of the Company or any of its Restricted Subsidiaries
pursuant to such cash pooling or other cash management;


 


(11)        
Debt of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to
defease or to satisfy and discharge the Notes in accordance with this Indenture;


 


(12)        
Debt of the Company or any of its Restricted Subsidiaries for taxes levied, assessments due and other governmental charges
required to be paid as a matter of law or regulation in the ordinary course of business;


 


(13)        
Guarantees by the Company or any Guarantor of Debt permitted to be Incurred pursuant to this ‎Section 4.09;
provided that if such Debt is subordinated in right of payment to the Notes or a Note Guarantee, any such guarantee with
respect to such Debt shall be subordinated in right of payment to the Notes and such Note Guarantee;


 


(14)        
Debt of the Company or any Restricted Subsidiary in respect of (i) self-insurance obligations or captive insurance companies
or consisting of the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements in the ordinary
course of business;


 


(15)        
Debt of the Company or any Restricted Subsidiary under one or more Credit Facilities, lines of credit or working capital
facilities (and any refinancing thereof); provided, however, that the aggregate principal amount of such Debt does not
exceed at any one


 




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time
outstanding the greater of (i) $3.0 billion and (ii) 35.0% of Adjusted Consolidated Net Tangible Assets;


 


(16)        
Debt of the Company or any Restricted Subsidiary with respect to reimbursement type obligations regarding worker’s
compensation claims and Debt and other obligations in respect of deferred compensation of employees Incurred in the ordinary course
of business or in connection with any Investment or acquisition (by merger, consolidation or amalgamation or otherwise) permitted
under this Indenture;


 


(17)        
Debt of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the
ordinary course of business from customers for purchases in the ordinary course of business;


 


(18)        
Debt of the Company or any Restricted Subsidiary (and any refinancing thereof) not otherwise permitted hereunder in an
aggregate principal amount equal to the aggregate Net Cash Proceeds received by the Company (other than from a Subsidiary of the
Company) after the Issue Date from (i) the issuance and/or sale of its Qualified Equity Interests or (ii) as a contribution to
its common equity to the extent that such Net Cash Proceeds received from such issuance, sale or contribution have not been applied
to make Restricted Payments pursuant to ‎Section 4.08(a)(3)(B) or ‎Section 4.08(b)(4);


 


(19)        
Project Finance Debt of any Restricted Subsidiary;


 


(20)        
Debt of the Company or a Restricted Subsidiary not otherwise permitted hereunder; provided, however, that the aggregate
principal amount of such Debt, and any refinancing thereof, does not exceed in an aggregate principal amount at any one time outstanding
the greater of (i) $250.0 million and (ii) 3.25% of Adjusted Consolidated Net Tangible Assets; and


 


(21)        
Debt of the Company or a Restricted Subsidiary consisting of Capital Lease Obligations and Purchase Money Obligations;
provided, however, that the aggregate principal amount of such Debt, and any refinancing thereof, does not exceed in an
aggregate principal amount at any one time outstanding the greater of (i) $150.0 million and (ii) 3.0% of Adjusted Consolidated
Net Tangible Assets; provided, further, that such Debt exists at the date of such purchase, lease or improvement, or is
created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date
of completion of construction or installation and the beginning of the full productive use of such asset); and


 


(22)        
Debt attributable to (but not Incurred to finance) the exercise of appraisal rights or the settlement of claims or actions
(whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation or amalgamation or otherwise)
permitted under this Indenture.


 


(c)               
Notwithstanding anything to the contrary in this ‎Section 4.09, the maximum amount of Debt that the Company
and its Restricted Subsidiaries may Incur pursuant to this ‎Section 4.09 shall not be deemed to be exceeded, with respect
to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies.


 


(d)               
For purposes of determining compliance with this ‎Section 4.09, in the event that any proposed Debt meets the
criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) of ‎Section 4.09(b),
or is entitled to be Incurred pursuant to ‎Section 4.09(a), the Company and its Restricted Subsidiaries will be permitted
to classify such item of Debt at the time of its


 




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Incurrence
in any manner that complies with this ‎Section 4.09 or to later reclassify all or a portion of such item of Debt. Any
Permitted Refinancing Debt and any Debt permitted to be Incurred under this Indenture to refinance Debt Incurred pursuant to clauses
(2), (3), (4), (6), (7), (15), (18), (19), (20) and (21) of ‎Section 4.09(b) shall be deemed to include additional
Debt Incurred to pay premiums (including tender premiums), discounts, fees and other costs and expenses (including original issue
discount, upfront fees or similar fees) in connection with such refinancing.


 


(e)               
The Company may not Incur any Debt that is subordinate in right of payment to other Debt of the Company unless such Debt
is also subordinate in right of payment to the Notes or the relevant guarantee on substantially identical terms; provided,
however, that no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company solely by virtue
of being unsecured, by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis
or by virtue of the applicability of waterfall or other payment ordering provisions affecting different tranches of Debt.


 


(f)                
The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest
in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in
the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this
‎Section 4.09; provided that any such outstanding additional Debt paid in respect of Debt Incurred pursuant
to any provision of clause (b) above will be counted as Debt outstanding for purposes of any future Incurrence of Debt pursuant
to ‎Section 4.09(a).


 


(g)               
For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S.
dollar-equivalent principal amount of Debt denominated in a non-U.S. currency will be calculated based on the relevant currency
exchange rate in effect on the date such Debt was Incurred or, in the case of revolving credit Debt, first committed; provided
that if such Debt is Incurred to refinance other Debt denominated in a non-U.S. 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 will be deemed not to have been exceeded so long as
the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The
principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced,
will be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Debt is
denominated that is in effect on the date of such refinancing.


 


(h)               
Upon written request and the receipt of an Officer’s Certificate and Opinion of Counsel to the effect that the amendment
or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto
have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any Incurrence
of Debt permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements
on behalf of the Holders.


 


Section
4.10          
Limitation on Liens.


 


(a)               
The Company will not, and will not permit any Restricted Subsidiary to, create or suffer to exist any Lien upon any of
its property or assets, whether now owned or hereafter acquired by it, and in each case securing any Debt unless contemporaneously
therewith effective provision is made to secure the Notes equally and ratably with such Debt for so long as such Debt is so secured.


 


(b)               
‎Section 4.10(a) will not apply to Liens consisting of the following (“Permitted Liens”):


 




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(1)            
any Lien in existence on the Issue Date (other than Liens securing Debt under the Facility, the Corporate Revolver and
the GoM Term Loan) and any extension, renewal or replacement thereof or of any Lien in clause (7) below; provided, however,
that the total amount of Debt so secured is not increased as a result thereof plus any fees and expenses in connection with such
extension, renewal or replacement and the Lien shall be limited to all or part of the same property that secured the original
Lien (together with improvements and accessions to such property);


 


(2)            
Liens securing Debt owed by any Restricted Subsidiary of the Company solely to the Company or one or more Restricted Subsidiaries
and/or by the Company to one or more such Restricted Subsidiaries;


 


(3)            
Liens securing obligations under or with respect to Debt Incurred pursuant to clauses (3), (6), (13), (15), (18), (19),
(20) or (21) of ‎Section 4.09(b); provided that (a) Liens securing obligations relating to any Debt permitted
to be Incurred pursuant to clause (21) extend only to the assets so purchased, leased or improved, (b) Liens securing obligations
relating to any Debt permitted to be Incurred pursuant to clause (3) relate only to obligations relating to Permitted Refinancing
Debt that (x) is secured by Liens on the same assets as the assets securing the Permitted Refinancing Debt or (y) extends, replaces,
refunds, refinances, renews or defeases Debt Incurred issued under clauses (2), (3), (6), (7), (18), (19) or (21) of ‎Section
4.09(b), (c) Liens securing Debt permitted to be Incurred pursuant to clause (6) shall only be permitted if such Liens are limited
to all or part of the same property or assets, including Equity Interests (plus improvements, accessions, proceeds or dividends
or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated
with or into the Company or any Restricted Subsidiary, in any transaction to which such Debt relates and (d) Liens securing obligations
relating to any Guarantees Incurred pursuant to clause (13) are also permitted to be Incurred on the Debt referred to in such
clause;


 


(4)            
Liens or deposits to secure judgments, in each case not giving rise to an Event of Default, so long as any appropriate
legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired;


 


(5)            
Liens encumbering goods and documents of title with respect to such goods and arising in the ordinary course of business
in connection with the issue of documentary letters of credit, and Liens arising out of title retention provisions in a supplier’s
standard condition of supply of goods acquired in the ordinary course of business;


 


(6)            
[Reserved];


 


(7)            
any Lien existing on any property or assets of any Person before that Person’s acquisition (in whole or in part)
by, merger or amalgamation into or consolidation with the Company or any Restricted Subsidiary after the Issue Date; provided
that the Lien is not created in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation;


 


(8)            
any Lien imposed by law that was Incurred in the ordinary course of business, including, without limitation, carriers’,
warehousemen’s and mechanics’ liens and other similar encumbrances arising in the ordinary course of business, in
each case for sums that are not more than 60 days past due or are being contested in good faith by appropriate proceedings;


 




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(9)            
pledges or deposits in connection with workers’ compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits, letters of credit and performance, bid, surety, appeal or similar bonds in connection with bids, tenders,
contracts (other than for the payment of Debt) or leases to which the Company or any of its Restricted Subsidiaries is a party,
or deposits for the payment of rent, or deposits to secure public or statutory obligations or for contested taxes or import or
customs duties, in each case Incurred in the ordinary course of business;


 


(10)        
any Lien in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account
of the Company or any Subsidiary in the ordinary course of business;


 


(11)        
any Lien securing taxes, assessments and other governmental charges, the payment of which is not more than 60 days past
due or is being contested in good faith by appropriate proceedings and for which reserves or other appropriate provisions, if
any, have been established as required by U.S. GAAP;


 


(12)        
minor defects, easements, rights-of-way, restrictions and other similar encumbrances Incurred in the ordinary course of
business and encumbrances consisting of municipal or zoning restrictions, licenses, restrictions on the use of property or assets
or minor imperfections in title that do not materially impair the value or use of the property or assets affected thereby, and
any leases and subleases of real property that do not interfere with the ordinary conduct of the business of the Company or any
Subsidiary, and which are made on customary and usual terms applicable to similar properties;


 


(13)        
any rights of set-off, netting or similar rights and remedies of any Person with respect to any deposit account of the
Company or any Subsidiary arising in the ordinary course of business;


 


(14)        
any Lien securing Hedging Agreements so long as such Hedging Agreements are entered into for bona fide, non-speculative
purposes;


 


(15)        
any Lien on the Capital Stock of an Unrestricted Subsidiary;


 


(16)        
any Lien in respect of Production Payments and Reserve Sales;


 


(17)        
any Lien on pipelines and pipeline facilities that arise by operation of law;


 


(18)        
any Lien arising under joint venture agreements, partnership agreements, oil and gas leases or subleases, assignments,
purchase and sale agreements, division orders, contracts for the sale, purchasing, processing, transportation or exchange of oil
or natural gas, unitization and pooling declarations and agreements, development agreements, technical evaluation agreements,
area of mutual interest agreements, rights of first refusal, rights of first offer, licenses, sublicenses, net profits interests,
participation agreements, Farm-Out Agreements, Farm-In Agreements, carried working interest, joint operating, unitization, royalty,
sales and similar agreements or arrangements relating to the exploration or development of, or production from, Oil and Gas Properties
entered into in the ordinary course of business in a Permitted Business;


 




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(19)        
any Lien reserved in oil and gas mineral leases or licenses for bonus (including, without limitation, social bonus), royalty
or rental payments and for compliance with the terms of such leases or licenses;


 


(20)        
any Lien on, or related to, properties or assets to secure all or part of the costs Incurred in the ordinary course of
a Permitted Business for exploration, drilling, development, production, processing, transportation, marketing, storage, abandonment
or operation;


 


(21)        
Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company
and its Restricted Subsidiaries in the ordinary course of business;


 


(22)        
leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company
and its Restricted Subsidiaries, taken as a whole;


 


(23)        
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 Debt 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 Debt;


 


(24)        
Liens arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Debt so long
as such deposit of funds or securities and such decreasing or defeasing of Debt are permitted under ‎Section 4.08;


 


(25)        
Liens arising from royalties, overriding royalties, revenue interests, net revenue interests, net profit interests, reversionary
interests, production payments, preferential rights of purchase, working interests and other similar interests, all as ordinarily
exist with respect to properties and assets of the Company and its Restricted Subsidiaries or otherwise as are customary in the
oil and gas industry;


 


(26)        
Liens securing obligations under or with respect to Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant
to ‎Section 4.09(a);


 


(27)        
Liens securing obligations in an aggregate principal amount outstanding which does not exceed the greater of (i) $100.0
million and (ii) 1.25% of Adjusted Consolidated Net Tangible Assets (in each case, determined as of the date of such Incurrence);
and


 


(28)        
Liens by operation of law (and all rights vested with any Governmental Authorities) in connection with the control and/or
regulation of any Oil and Gas Property.


 


(c)               
Upon written request and the receipt of an Officer’s Certificate and Opinion of Counsel to the effect that the amendment
or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto
have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any Lien permitted
by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf
of the Holders.


 




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Section
4.11          
Limitation on Guarantees of Debt by Restricted Subsidiaries


 


(a)             The
Company will not permit any of its Restricted Subsidiaries that is not a Guarantor to guarantee the payment of any Debt of the
Company or any Guarantor (other than Debt Incurred by any Guarantor as primary obligor under ‎Section 4.09(b)(15) (and
in each case any refinancings thereof)) in an aggregate principal amount at any one time outstanding in excess of the greater
of (i) $50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets, unless:


 


(1)            
such Restricted Subsidiary simultaneously executes and delivers an accession deed to the Deed of Guarantee or a supplemental
indenture to this Indenture in substantially the form of Exhibit C hereto, as the case may be, providing for a guarantee of payment
of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary on similar terms as the guarantee
of the Debt that resulted in the creation of such Note Guarantee; except that if such Debt is by its express terms subordinated
in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Debt will be subordinated
in right of payment to such Restricted Subsidiary’s guarantee with respect to the Notes substantially to the same extent
as such Debt is subordinated to the Notes; and


 


(2)            
such Restricted Subsidiary will deliver to the Security and Intercreditor Agent, the Trustee and the Paying Agent an Opinion
of Counsel to the effect that:


 


(A)          such
accession deed or supplemental indenture and guarantee, as the case may be, have been duly executed and authorized; and


 


(B)           such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (subject to customary
exceptions and limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including,
without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general
principles of equity.


 


(b)            Upon
written request and the receipt of an Officer’s Certificate and Opinion of Counsel to the effect that the amendment or supplement
is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been
satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any guarantee of Debt (including,
without limitation, a Note Guarantee) permitted by this Indenture, the Trustee is hereby expressly authorized and directed to
enter any such amendments or supplements on behalf of the Holders.


 


Section
4.12          
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)            The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit
to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1)            
pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries,
or with respect to any other interest or participation in, or measured by, its profits, or pay any Debt owed to the Company or
any of its Restricted Subsidiaries;


 


(2)            
make loans or advances to the Company or any of its Restricted Subsidiaries; or


 




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(3)            
sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 


(b)            The foregoing Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of:


 


(1)            
the Facility, the Corporate Revolver and the GoM Term Loan and other agreements governing existing Debt and Credit Facilities,
in each case as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals,
supplements, refundings, replacements or refinancings of existing Debt are not, in the good faith judgment of the Company, materially
more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those
agreements on the Issue Date;


 


(2)            
this Indenture, the Notes, the Note Guarantees and the Security Documents;


 


(3)            
agreements governing Debt permitted to be Incurred pursuant to ‎Section 4.09 and any amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided (A) that the
encumbrances and restrictions are not materially more disadvantageous to the holders of the Notes than is customary in comparable
financings (as determined in the good faith judgment of the Company) and (B) either (x) the Company determines that such encumbrance
or restriction will not adversely affect the Company’s ability to make principal and interest payments on the notes as and
when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment
or financial maintenance covenant relating to such Debt;


 


(4)            
applicable law, rule, regulation or order;


 


(5)            
any instrument or agreement governing Debt or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that in
the case of Debt, such Debt was permitted by the terms of this Indenture to be Incurred;


 


(6)            
customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;


 


(7)            
in the case of ‎Section 4.12(a)(3), any encumbrance or restriction:


 


(A)             
that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to
a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests
in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing
leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license
(including, without limitation, licenses of intellectual property) or other contract;


 




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(B)             
contained in mortgages, pledges or other security agreements permitted under an indenture securing Debt of the Company
or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such
mortgages, pledges or other security agreements;


 


(C)             
contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture;


 


(D)             
pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement
agreements of the Company or any Restricted Subsidiary; or


 


(E)              
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;


 


(8)            
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 and other agreements that are customary in the Oil and
Gas Business and entered into in the ordinary course of business, which provisions apply only to the assets that are the subject
of such agreements;


 


(9)            
Purchase Money Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that
impose restrictions on the property purchased or leased of the nature described in ‎Section 4.12(a)(3);


 


(10)        
any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending its sale or other disposition;


 


(11)        
Permitted Refinancing Debt; provided that the restrictions contained in the agreements governing such Permitted
Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Debt
being refinanced;


 


(12)        
Liens permitted to be incurred pursuant to ‎Section 4.10;


 


(13)        
Project Finance Debt; and


 


(14)        
any agreement or instrument governing a Permitted Investment.


 


Section
4.13          
Limitation on Designation of Unrestricted Subsidiaries.


 


(a)             The
Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under this
Indenture (a “Designation”) only if:


 


(1)            
no Default or Event of Default has occurred and is continuing at the time of or after giving effect to such Designation;


 


(2)            
any transactions between the Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are, and after
giving effect to such Designation will be, in compliance with ‎Section 4.14;


 


(3)            
such Subsidiary has no Debt other than Non-Recourse Debt; and


 




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(4)            
the Company would be permitted to make an Investment in an Unrestricted Subsidiary at the time of Designation (assuming
the effectiveness of such Designation and treating such Designation as an Investment in an Unrestricted Subsidiary at the time
of Designation) as a Restricted Payment pursuant to ‎Section 4.08(a) in an amount equal to the amount of the Company’s
Investment in such Subsidiary on such date.


 


(b)             The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”)
only if:


 


(1)            
no Event of Default has occurred and is continuing at the time of and after giving effect to such Revocation; and


 


(2)            
all Debt and Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred
at such time, have been permitted to be Incurred for all purposes of this Indenture.


 


(c)               
The Designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be deemed to include the Designation
of all of the Subsidiaries of such Subsidiary. All Designations and Revocations must be evidenced by a resolution of the Board
of Directors of the Company and an Officer’s Certificate delivered to the Trustee certifying compliance with the preceding
provisions.


 


Section
4.14          
Limitation on Transactions with Affiliates.


 


(a)               
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend
any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any
service with any Affiliate of the Company involving aggregate payments or consideration in excess of $20.0 million (a “Related
Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary
than could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Company.


 


(b)               
In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $50.0 million
(or the equivalent thereof at the time of determination), a majority of the Board of Directors (including a majority of the disinterested
members thereof, but only to the extent there are disinterested members with respect to such Related Party Transaction) must first
approve (such approval to be set forth in an Officer’s Certificate delivered to the Trustee) such transaction or series
of related transactions and determine that such transaction or series of related transactions are on fair and reasonable terms
no less favorable to the Company or such Restricted Subsidiary than could be obtained in a comparable arm’s length transaction
and is otherwise compliant with the terms of this Indenture.


 


(c)               
‎Section 4.14(a) and ‎(b) do not apply to:


 


(1)            
any transaction or arrangement between the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries;


 


(2)            
the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;


 


(3)            
Permitted Investments and any Restricted Payments that do not violate ‎Section 4.08;


 




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(4)            
transactions permitted by and complying with Section 5.01;


 


(5)            
any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company;


 


(6)            
transactions or payments (including loans, advances, grants of securities, stock options, reimbursement of out-of-pocket
expenses and similar rights) pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications,
insurance or arrangements entered into in the ordinary course of business;


 


(7)            
transactions pursuant to agreements in effect on the Issue Date and described in the Offering Memorandum, as amended, modified
or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the
Company and its Restricted Subsidiaries than those in effect on the Issue Date;


 


(8)            
transactions with joint venture partners, customers, clients, suppliers or purchasers or sellers of goods or services,
or lessors or lessees of property (i) in effect on the Issue Date, as amended, modified or replaced from time to time and (ii)
as may be entered into after the Issue Date; provided that the amendment, modification, replacement or new arrangement,
taken as a whole, is in the ordinary course of business or customary in the oil and gas industry and otherwise in compliance with
the terms of this Indenture and similar to those contained in similar contracts entered into by the Company or any Restricted
Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with
a third party, which are, in the aggregate (taking into account all the costs and benefits associated with such transactions),
not materially less favorable to the Company and its Restricted Subsidiaries than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the good faith determination of the Company’s
Board of Directors or any executive officer of the Company involved in or otherwise familiar with such transaction;


 


(9)            
any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee
an opinion from an accounting, appraisal or investment banking firm of national standing 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
‎Section 4.14(a); and


 


(10)        
(a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of the Company’s
Unrestricted Subsidiaries in the ordinary course of business or which is customary in the oil and gas industry and (b) pledges
by the Company or any Restricted Subsidiary of the Company of, or grantings of mortgages by the Company or any Restricted Subsidiary
of the Company over, Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of the Company’s
Unrestricted Subsidiaries.


 


Section
4.15          
Offer to Repurchase Upon Change of Control Triggering Event.


 


(a)           If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem all of the Notes pursuant
to Sections ‎3.03 and ‎3.07, the Company or a third party so designated will make an offer to purchase
all of the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal
amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding the date of purchase (the
“Change of Control Payment”), subject to the right of Holders of record on a Record Date to receive any interest
due on the Change of Control Payment Date. Within 60 days following any Change of Control Triggering Event,


 




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unless
the Company has exercised its right to redeem all of the Notes pursuant to Sections ‎3.03 and ‎3.07,
the Company will mail a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the
applicable procedures of the Depositary, with a copy to the Trustee, stating:


 


(1)       that
a Change of Control Offer is being made pursuant to this ‎Section 4.15, the expiration time for such Change of Control Offer
(which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance
with the applicable procedures of the Depositary) and that all Notes properly tendered pursuant to such Change of Control Offer
will be accepted for purchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus
accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the applicable Record
Date to receive interest due on the Change of Control Payment Date);


 


(2)       the
purchase date (which shall be no later than five Business Days after the date such Change of Control Offer expires) (the “Change
of Control Payment Date”);


 


(3)       that
Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue
to accrue interest (subject to clause (7) below);


 


(4)       that,
unless the Company defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;


 


(5)       that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with
the form entitled “Option of Holder to Elect Purchase” attached to such Notes completed, to the Paying Agent specified
in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;


 


(6)       that
Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided
that the Paying Agent receives at the address specified in the notice, not later than the expiration time of such Change of
Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount
of Notes tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such
Notes purchased;


 


(7)       that,
if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to $200,000 or an integral multiple of $1,000
in excess thereof); and


 


(8)       the
other procedures, as determined by the Company, consistent with this ‎Section 4.15 that a Holder must follow.


 


The notice,
if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not
the Holder receives such notice. If (A) the notice is mailed in a manner herein provided and (B) any Holder fails to receive such
notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect
shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received
such notice without defect.


 




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(b)        On
the Change of Control Payment Date, the Company will, to the extent lawful:


 


(1)       accept
for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control
Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding
immediately after such repurchase would be less than $200,000, then the portion of such Note so repurchased shall be reduced so
that the remaining principal amount of such Note outstanding immediately after such repurchase is $200,000;


 


(2)       deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered;
and


 


(3)       deliver
or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with this ‎Section
4.15.


 


(c)        The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of the Depositary)
to each Holder so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or
otherwise deliver in accordance with the applicable procedures of the Depositary) (or make appropriate adjustments to the amount
and beneficial interests in any Global Note) to each Holder a new Note (it being understood that, notwithstanding anything in
this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate
and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note will be in a principal amount of $200,000 or integral multiples of $1,000 in excess thereof.


 


(d)        If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date,
any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the
Person in whose name a Note is registered at the close of business on such Record Date.


 


(e)        Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or holders
of Debt incurred or issued under a credit facility, an indenture or other agreement that may be violated by such payment shall
have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change of Control
Triggering Event or (2) the Company will repay all outstanding Debt incurred or issued under a credit facility, an indenture
or other agreement that may be violated by a Change of Control Payment or the Company will offer to repay all such Debt, make
payment to the lenders or holders of such Debt that accept such offer and obtain waivers of any event of default arising under
the relevant credit facility, indenture or other agreement from the remaining lenders or holders of such Debt. The Company covenants
to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a default of the Change
of Control Triggering Event provisions of this Indenture if the Company fails to comply with such covenant.


 


(f)         the Company will not be required to make an Offer to Purchase upon a Change of Control Triggering Event if (1) a third
party makes the Offer to Purchase upon a Change of Control Triggering Event in the manner, at the time and otherwise in compliance
with the requirements set forth in this Indenture applicable to an Offer to Purchase upon a Change of Control Triggering Event
made by the Company and purchases all the notes properly tendered and not withdrawn under such Offer to Purchase or (2) notice
of redemption has been given pursuant to this Indenture as described under ‎ARTICLE 3 unless and until there is a default
in payment of the applicable redemption price.


 




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(g)        Notwithstanding anything to the contrary herein, (i) an Offer to Purchase may be made in advance of a Change of Control
Triggering Event and be conditional upon such Change of Control Triggering Event if a definitive agreement is in place for the
Change of Control at the time of making of the Offer to Purchase and (ii) an Offer to Purchase may be made at the same time as
consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or Note Guarantees
(but the Offer to Purchase may not condition tenders on the delivery of such consents).


 


(h)        In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an
Offer to Purchase and the Company or a third party purchases all the Notes held by such Holders, the Company will have the right,
on not less than ten nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to
the Offer to Purchase, to redeem all of the Notes that remain outstanding following such purchase at the Change of Control Payment
equal to that in the Offer to Purchase plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest
and Additional Amounts, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders
of record on the relevant Change of Control Payment Date to receive interest due on the relevant Interest Payment Date).


 


(i)         The Company will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws
and regulations in connection with the repurchase of the Notes pursuant to a Change of Control Offer, and the above procedures
will be deemed modified as necessary to permit such compliance. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.


 


(j)         Other than as specifically provided in this ‎Section 4.15, any purchase pursuant to this ‎Section
4.15 shall be made pursuant to the provisions of Sections ‎3.02, ‎3.05 and ‎3.06.


 


Section
4.16          
Limitation on Asset Sales.


 


(a)         The
Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:


 


(1)            
The Asset Sale is for Fair Market Value.


 


(2)            
At least 75% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative
basis), consists of cash or Cash Equivalents received at closing.


 


For
purposes of this clause (2), (i) the assumption by the purchasers of Debt or other obligations (other than Subordinated Debt)
of the Company or a Restricted Subsidiary pursuant to a written agreement which releases or indemnifies the Company or such Restricted
Subsidiary from such obligations, (ii) Debt (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted
Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from
any guarantee of, or are not liable with respect to, such Debt in connection with such Asset Sale, (iii) consideration consisting
of Debt of the Company or any Guarantor received from persons who are not the Company or any Restricted Subsidiary, (iv) instruments,
securities or other obligations received by the Company or any of its Restricted Subsidiaries from the purchasers that are converted
into cash or Cash Equivalents within 180 days of the closing, (v) with respect to any Asset Sale of Oil and Gas Properties disposed
of by the Company or any Restricted Subsidiary in which the Company or any Restricted Subsidiary retains an interest, the cost
and expenses related


 




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to
the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to
be assumed by the transferee (or an Affiliate thereof) and (vi) any Designated Non-cash Consideration received by the Company
or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated
Non-cash Consideration received pursuant to this clause (vi) that is at that time outstanding, not to exceed the greater of (A)
$225.0 million and (B) 5.0% of Adjusted Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash
Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received
and without giving effect to subsequent changes in value, shall be considered to be cash received at closing.


 


(3)            
Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale (the “Asset Sale Proceeds Application
Period”) the Net Cash Proceeds may be used:


 


(A)             
to repay Debt (other than Subordinated Debt) of the Company or any Restricted Subsidiary (and in the case of a revolving
credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Company or
any Restricted Subsidiary;


 


(B)             
to acquire or invest in (or within such 365-day period in this clause (3), the Board of Directors shall have made a good
faith determination to acquire or invest, which acquisition or investment shall be consummated on or prior to 180 days of such
determination) (i) Additional Assets, (ii) assets of a Permitted Business (or make capital expenditures in respect of a Permitted
Business), (iii) a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a
Permitted Business or (iv) a Permitted Business Investment; or


 


(C)             
to make a Restricted Payment pursuant to ‎Section 4.08(b)(16) to the extent of the limitation on the amount
of such Restricted Payment set forth therein.


 


(4)            
Notwithstanding clauses (2) and (3) above, the Company and its Restricted Subsidiaries will be permitted to consummate
an Asset Sale without complying with such clauses to the extent either (A) at least 75% of the consideration for such Asset Sale
constitutes Additional Assets, cash, Cash Equivalents and/or Marketable Securities or (B) in the event of an Asset Sale involving
Equity Interests of a Restricted Subsidiary, (i) at least 30% of the consideration for such Asset Sale constitutes Additional
Assets, cash, Cash Equivalents and/or Marketable Securities received at closing; provided that the remaining 45% of the consideration
is paid on or prior to the third anniversary of the closing and constitutes Additional Assets, cash, Cash Equivalents and/or Marketable
Securities and (ii) in the event existing Equity Interests are sold by the Company that such Equity Interests are pledged in favor
of the Company or Restricted Subsidiary (or such Equity Interests are mortgaged for the benefit of the Company or Restricted Subsidiary)
until such consideration is paid; provided that any consideration not constituting Additional Assets received by the Company
or any Restricted Subsidiary in connection with any Asset Sale permitted to be consummated under this clause shall be applied
(in the case of cash, Cash Equivalents and Marketable Securities within 365 days after the receipt thereof subject to the proviso
above) in accordance with the provisions of clause (3) above.


 


(5)            
The Net Cash Proceeds of an Asset Sale not applied pursuant to ‎Section 4.16(a)(3) or determined by the Board
of Directors to not be applied pursuant to ‎Section 4.16(a)(3)(B) within the Asset Sale Proceeds Application Period
constitute “Excess Proceeds.” Excess Proceeds of less than $50.0 million will be carried forward and accumulated.
When


 




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accumulated
Excess Proceeds equals or exceeds such amount, the Company must, within 30 days, make an offer (“Asset Sale Offer”)
to purchase Notes pursuant to ‎Section 3.09. Upon completion of an Asset Sale Offer, Excess Proceeds will be
reset at zero. The Company may satisfy the foregoing obligation with respect to any Net Cash Proceeds from an Asset Sale by making
an offer to purchase Notes with respect to the amount of all or part of the available Net Cash Proceeds prior to the expiration
of the Asset Sale Proceeds Application Period with respect to the amount of all or part of the available Net Cash Proceed in advance
of being required to do so by this Indenture.


 


(b)               
Pending application in accordance with this ‎Section 4.16, Net Cash Proceeds may be applied to temporarily reduce
revolving credit borrowings, if any, or invested in Cash Equivalents. The Fair Market Value for any Asset Sale will be determined
by the Company in good faith.


 


(c)               
To the extent that any portion of Net Cash Proceeds payable in respect of the Notes is denominated in a currency other
than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars
that is actually received by the Company upon converting such portion into U.S. dollars.


 


(d)               
Notwithstanding any other provisions of this ‎Section 4.16, (i) to the extent that any of or all the Net Cash
Proceeds of any Asset Sales is prohibited or delayed by applicable law, the portion of such Net Cash Proceeds so affected will
not be required to be applied in compliance with this Section 4.16, and such amounts may be retained by the Company or Subsidiary,
as applicable, so long, but only so long, as the applicable law will not permit repatriation to the United States or the Cayman
Islands (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s good faith judgment) to,
or otherwise cause the applicable Subsidiary to, promptly take all actions reasonably required by the applicable law to permit
such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable law,
such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later
than five Business Days after such repatriation could be made) applied (net of additional taxes payable or reserved against as
a result thereof) (whether or not repatriation actually occurs) in compliance with this ‎Section 4.16 and (ii) to the
extent that the Company has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any such prohibited
or delayed Asset Sale would have a material adverse tax cost consequence with respect to such Net Cash Proceeds (which for the
avoidance of doubt, may include, but is not limited to, any prepayment whereby doing so the Company, any Restricted Subsidiary
or any of their respective affiliates and/or equity partners would incur a tax liability, including as a result of a dividend
or a deemed dividend, or a withholding tax), the Net Proceeds so affected may be retained by the applicable Subsidiary. The non-application
of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default
or an Event of Default. The Trustee shall be entitled to conclusively rely on an Officer’s Certificate from the Company
to the effect that applicable law will not permit repatriation of such amounts to the United States.


 


Section
4.17          
Covenant Termination.


 


(a)             If on any date:


 


(1)            
the Notes have an Investment Grade rating from both of the Rating Agencies; and


 


(2)            
no Default or Event of Default has occurred and is continuing under this Indenture,


 




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then, beginning on that day
and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the Company and its Restricted
Subsidiaries will not be subject to Sections ‎4.08, ‎4.09, ‎4.11, 4.12, ‎4.14, ‎4.16 and ‎5.01(a)(4).


 


(b)               
The Company will provide the Trustee and the Paying Agent an Officer’s Certificate upon which the Trustee and Paying
Agent can conclusively rely that the Notes are given Investment Grade ratings. Neither the Trustee nor the Paying Agent shall
have any duty or obligation to monitor the ratings of the Notes, neither shall be deemed to have any knowledge of the ratings
of the Notes and neither shall have a duty to notify the Holders if the Notes achieve Investment Grade ratings.


 


Section
4.18          
Payment of Additional Amounts


 


(a)               
All payments by the Company in respect of the Notes or the Guarantors in respect of the Note Guarantees will be made without
withholding or deduction for or on account of any present or future taxes, duties, assessments, or other governmental charges
of whatever nature imposed or levied by or on behalf of the Company’s, a Guarantor’s or any successor’s jurisdiction
of incorporation or tax residence or the jurisdiction in which central management or control of the Company, such Guarantor or
such successor, as applicable, is exercised, or in or through which payments are made in respect of the Notes or the Note Guarantees
or, in each case, any political subdivision or governmental authority therein (each a “Relevant Taxing Jurisdiction”),
unless the Company, such Guarantor or such successor is compelled by law to deduct or withhold such taxes, duties, assessments,
or governmental charges. In such event, the relevant payor will make such deduction or withholding, make payment of the amount
so withheld to the appropriate governmental authority and pay such additional amounts (the “Additional Amounts”)
as may be necessary to ensure that the net amounts receivable by holders of Notes after such withholding or deduction (including
any withholding or deduction in respect of such payment of Additional Amounts) shall equal the respective amounts of principal
and interest (and premium, if any) which would have been receivable in respect of the Notes in the absence of such withholding
or deduction. No such Additional Amounts shall be payable:


 


(1)
to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such taxes, duties, assessments or governmental
charges in respect of such Note by reason of the existence of any present or former connection between such Holder (or between
a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership,
or a corporation) or beneficial owner and the Relevant Taxing Jurisdiction, including, without limitation, such Holder (or such
fiduciary, settlor, beneficiary, member or shareholder) or beneficial owner being or having been a citizen or resident thereof
or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment
therein, other than the mere holding of the Note or enforcement of rights and the receipt of payments with respect to the Note;


 


(2)
in respect of Notes surrendered (if surrender is required) more than 30 days after the Relevant Date except to the extent that
payments under such Note would have been subject to withholding and the Holder or beneficial owner of such Note would have been
entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;


 


(3)
to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such taxes, duties, assessments or other
governmental charges by reason of such Holder’s or beneficial owner’s failure to comply with any certification, identification
or other reporting requirement concerning the nationality, residence or identity of such Holder or beneficial owner or its


 




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connection
with a Relevant Taxing Jurisdiction, if (a) compliance is required by such jurisdiction, or any political subdivision or authority
thereof or therein having power to tax, as a precondition to exemption from, or reduction in the rate of, the tax, duty, assessment
or other governmental charge and (b) the Company or any Guarantor has given the Holders at least 30 days’ notice that Holders
will be required to provide such certification or identification or comply with such other requirement;


 


(4)
in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar tax, assessment or governmental
charge;


 


(5)
in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments
of principal of, premium, if any, or interest on the Note or by direct payment by the Company or any Guarantor in respect of claims
made against the Company or any Guarantor;


 


(6)
in respect of United States federal withholding tax imposed by reason of a Holder or beneficial owner of a Note (i) being or having
been a bank, including any entity regulated as a bank or conducting a banking business, receiving payments on an extension of
credit in the ordinary course of its lending business, (ii) being or having been a controlled foreign corporation for U.S. federal
income tax purposes related, directly or indirectly, to the Company through stock ownership or a corporation that has accumulated
earnings to avoid U.S. federal income tax; (iii) being or having been an actual or constructive owner of 10% or more of the total
combined voting power of all classes of stock entitled to vote of the Company or (iv) failing to provide an applicable IRS Form
W-8 certifying as to such Person’s non-U.S. status;


 


(7)
in respect of any tax, assessment, withholding or deduction required by Sections 1471 through 1474 of the Code (“FATCA”),
any current or future Treasury regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction pursuant
to the implementation of FATCA, or any agreement with the United States Internal Revenue Service pursuant to the implementation
of FATCA; or


 


(8)
in respect of any combination of the above.


 


(b)               
No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership,
a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required
by the laws of the Relevant Taxing Jurisdiction, or any political subdivision thereof, to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to the fiduciary, a member of the partnership, an interest holder in the limited liability
company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member,
interest holder or beneficial owner been the Holder.

The Company or applicable Guarantor, as the case may be, will provide the Trustee and Paying Agent with the official acknowledgement
of the Relevant Taxing Jurisdiction (or, if such acknowledgement is not available, other reasonable documentation) evidencing
the payment of any taxes, duties, assessments or other governmental charges in respect of which the Company or such Guarantor,
as the case may be, has paid any Additional Amounts. Copies of such documentation will be provided to the Holders of the Notes,
upon request.


 


(c)               
At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless
such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall
be promptly thereafter), if the Company or applicable Guarantor, as the case may be, will be obligated to pay Additional Amounts
with respect to


 




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such
payment, the Company will deliver to the Trustee and Paying Agent an Officer’s Certificate stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Paying Agent
to remit such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate shall be relied
upon until receipt of a new Officer’s Certificate addressing such matters.


 


(d)               
The Company will pay any stamp, issue, excise, property, registration, documentary or other similar taxes and duties, including
interest and penalties, imposed by a Relevant Taxing Jurisdiction in respect of the creation, issue, delivery, registration and
offering of the Notes or the execution of the Notes, the Note Guarantees or this Indenture. The Company will also pay and indemnify
each of the Trustee, the Paying Agent and the Holders and beneficial owners of the Notes from and against all court taxes or other
taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted
to be taken by the Holders and beneficial owners to enforce the Company’s obligations under the Notes.


 


(e)               
Any reference in this Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes
by the Company or the Note Guarantees by any Guarantor will be deemed also to refer to any Additional Amount, unless the context
requires otherwise, that may be payable with respect to that amount under the obligations referred to in this ‎Section
4.18.


 


(f)                
The obligations of this ‎Section 4.18 shall survive the termination or discharge of this Indenture.


 


Section
4.19          
Listing.


 


In the event
that the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, the Company will use its best efforts
to maintain such listing; provided that if, as a result of the European Union regulated market amended Directive 2004/109/EC on
the admission of securities to official stock exchange listing and on information to be published on those securities (as amended,
the “Transparency Directive”) or any legislation implementing the Transparency Directive or other directives
or legislation, the Company could be required to publish financial information either more regularly than it otherwise would be
required to or according to accounting principles which are materially different from the accounting principles which the Company
would otherwise use to prepare its published financial information, the Company may delist the Notes from the Luxembourg Stock
Exchange in accordance with the rules of the exchange and will use its best efforts to obtain an alternative admission to listing,
trading and/or quotation for the Notes on a different section of the Luxembourg Stock Exchange or by such other listing authority,
stock exchange and/or quotation system inside or outside the European Union as the Company’s Board of Directors may decide.


 


ARTICLE
5

SUCCESSORS


 


Section
5.01          
Consolidation, Merger, Amalgamation or Sale of All or Substantially All Assets.


 


(a)               
The Company will not consolidate with or merge, amalgamate or convert with or into, or sell, convey, transfer, dispose
of or lease all or substantially all of its assets to, any Person, unless:


 


(1)            
the surviving Person (the “Successor Company”) (if not the Company) will be a Person organized and existing
under the laws of Bermuda, the Cayman Islands, the United States of America, any state thereof, the District of Columbia or any
territory thereof, or any other country that is a member country of the European Union or of the Organization for Economic Co-operation
and Development on the Issue Date, and such Person expressly


 




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assumes,
by a supplemental indenture to this Indenture substantially in the form of Exhibit C hereto, executed and delivered to the Trustee
and the Paying Agent, all the obligations of the Company under the Notes, this Indenture and the Security Documents;


 


(2)            
the Successor Company (if not the Company) undertakes, in such supplemental indenture, to pay such Additional Amounts in
respect of principal and interest (and premium, if any) as may be necessary in order that every net payment receivable in respect
of the Notes after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental
charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than
the amount of principal and interest (and premium, if any) then due and payable on the Notes, subject to the same exceptions set
forth in ‎Section 4.18;


 


(3)            
immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default
will have occurred and be continuing;


 


(4)            
immediately after giving effect to the transaction on a pro forma basis, the Company or the Successor Company (i) could
Incur at least $1.00 of Debt pursuant to Section 4.09(a) or (ii) would not have a lower ratio than the ratio described in Section
4.09(a);


 


(5)            
each Guarantor (unless it is the other party to the transactions described above, in which case Section 5.01(d) shall apply)
shall have by accession deed to the Deed of Guarantee or supplemental indenture to this Indenture substantially in the form of
Exhibit C hereto, as the case may be, confirmed that its Note Guarantee shall apply to such Successor Company’s obligations
under the Notes, this Indenture and the Security Documents; and


 


(6)            
the Successor Company (if not the Company) will have delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, reasonably acceptable to the Trustee, stating that such consolidation, merger, amalgamation or transfer and such supplemental
indenture, if any, comply with this Indenture.


 


(b)             The
Trustee will accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the
conditions precedent set forth in this Section 5.01, in which event it will be conclusive and binding on the Holders of the Notes.


 


(c)             Notwithstanding the restriction described in ‎Section 5.01(a)(3) and ‎Section 5.01(a)(4):


 


(1)            
any Restricted Subsidiary (other than the Company) may consolidate with, amalgamate with or merge with or into or wind
up into or sell, assign, lease, convey, transfer or otherwise dispose of all or part of its properties and assets to the Company
or any other Restricted Subsidiary (other than the Company);


 


(2)            
the Company may consolidate with, consummate a discontinuation or conversion, amalgamate with or merge with or into, or
wind up into an Affiliate of the Company solely for the purpose of reincorporating the Company in Bermuda, the Cayman Islands,
the United States, any state thereof, the District of Columbia or any territory thereof, or any other country that is a member
country of the European Union or of the Organization for Economic Co-operation and Development on the Issue Date;


 


(3)            
the Company may convert into a corporation, partnership, limited partnership, limited liability company or trust organized
or existing under the laws of the


 




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jurisdiction
of organization of the Company or the laws of Bermuda, the Cayman Islands, the United States, any state thereof, the District
of Columbia or any territory thereof, or any other country that is a member country of the European Union or of the Organization
for Economic Co-operation and Development on the Issue Date (and, if such entity is not a corporation, a co-obligor of the notes
is a corporation organized or existing under such laws); and


 


(4)            
the Company may change its name.


 


(d)             The Company will not permit any Guarantor to consolidate with or merge, amalgamate or convert with or into, or sell, covey,
transfer, dispose of or lease all or substantially all of its assets to, any Person, unless:


 


(1)            
the surviving Person (the “Successor Guarantor”) (if not the Guarantor) will be a Person organized and
existing under the laws of Bermuda, the Cayman Islands, the United States of America, any state thereof, the District of Columbia
or any territory thereof, or any other country that is a member country of the European Union or of the Organization for Economic
Co-operation and Development on the Issue Date, and such Person expressly assumes in an accession deed to the Deed of Guarantee
or supplemental indenture to this Indenture substantially in the form of Exhibit C hereto, as the case may be, executed and delivered
to the Security and Intercreditor Agent, the Trustee and the Paying Agent, all the obligations of the Guarantor under the Notes,
this Indenture, the Note Guarantee and the Security Documents;


 


(2)            
the Successor Guarantor (if not the Guarantor) undertakes, in such accession deed or supplemental indenture, to pay such
Additional Amounts in respect of principal and interest (and premium, if any) as may be necessary in order that every net payment
receivable in respect of the Notes after deduction or withholding for or on account of any present or future tax, duty, assessment
or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein
will not be less than the amount of principal and interest (and premium, if any) then due and payable on the Notes, subject to
the same exceptions set forth in ‎Section 4.18;


 


(3)            
immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default
will have occurred and be continuing; and


 


(4)            
the Successor Guarantor (if not the Guarantor) will have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, reasonably acceptable to the Trustee, stating that such consolidation, merger, amalgamation or transfer and
such supplemental indenture, if any, comply with this Indenture.


 


(e)             Notwithstanding the restriction described in Section 5.01(d)(3), any Guarantor may:


 


(1)            
merge, amalgamate or consolidate with or into, wind up into or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its properties and assets to a Restricted Subsidiary, another Guarantor or the Company; provided
that, in the case of a lease of all or substantially all its assets, a Guarantor will not be released from its obligations under
its Note Guarantee;


 


(2)            
consolidate with, consummate a discontinuation or conversion, amalgamate with or merge with or into, or wind up into a
Restricted Subsidiary or an Affiliate of the Company solely for the purpose of reincorporating the Guarantor in Bermuda, the Cayman
Islands, the United States, any state thereof, the District of Columbia or any territory thereof or


 




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any
other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development
on the Issue Date;


 


(3)            
convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing
under the laws of the jurisdiction of organization of such Guarantor or the laws of Bermuda, the Cayman Islands, the United States,
any state thereof, the District of Columbia or any territory thereof or any other country that is a member country of the European
Union or of the Organization for Economic Co-operation and Development on the Issue Date; and


 


(4)            
change its name.


 


(f)              Upon written request and the receipt of an Officer’s Certificate and Opinion of Counsel to the effect that the amendment
or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto
have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any transaction
provided for in accordance with these provisions, the Trustee is hereby expressly authorized and directed to enter any such amendments
or supplements on behalf of the Holders.


 


Section
5.02          
Successor Entity Substituted.


 


Upon any consolidation,
merger, amalgamation, sale, assignment, conveyance, transfer, assignment, disposition or lease of all or substantially all of
the assets of the Company or a Guarantor in accordance with Section 5.01, the Successor Company and the Successor Guarantor, as
the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor,
as the case may be, under this Indenture, the Notes, the Security Documents and the Note Guarantees with the same effect as if
such surviving Person had been named as the Company or a Guarantor, as the case may be, in this Indenture, the Notes, the Security
Documents and the Note Guarantees; provided that, in the case of a lease of all or substantially all its assets, the Company
will not be released from the obligation to pay the principal and interest (and premium, if any) on the Notes, and a Guarantor
will not be released from its obligations under its Note Guarantee.


 


ARTICLE
6



DEFAULTS AND REMEDIES


 


Section
6.01          
Events of Default.


 


(a)             An
“Event of Default” occurs if:


 


(1)            
the Company defaults in any payment of interest (including Additional Amounts, if any) on any Note when the same becomes
due and payable, and such default continues for a period of 30 days;


 


(2)            
the Company defaults in the payment of the principal (including Additional Amounts, if any) of any Note when the same becomes
due and payable upon acceleration or redemption or otherwise;


 


(3)            
the Company fails to make an Offer to Purchase and thereafter to accept and pay for Notes tendered when and as required
pursuant to ‎Section 4.15;


 


(4)            
the Company or any Guarantor fails to comply with Section 5.01;


 




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(5)            
(a) except as addressed in subclause (b) of this clause (5) the Company or any Guarantor, as the case may be, fails to
comply with any of its covenants or agreements in the Notes, the Note Guarantees, this Indenture or the Security Documents (other
than those referred to in (1), (2), (3) and (4) above), and such failure continues for 60 days after the notice specified below
or (b) the Company or any Guarantor, as the case may be, fails to comply with Section 4.06 and such failure continues for 120
days after the notice specified below;


 


(6)            
the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, defaults under any mortgage, Indenture or instrument under which there may be issued or by which there
may be secured or evidenced any Debt for money borrowed by the Company or such Significant Subsidiary or group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary (or the payment of which is guaranteed by the Company or such
Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) whether
such Debt or guarantee now exists, or is created after the Issue Date, which default (a) is caused by failure to pay principal
of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the date of such
default (a “Payment Default”) or (b) results in the acceleration of such Debt prior to its express maturity
and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which
there has been a Payment Default or the maturity of which has been so accelerated, totals $125.0 million (or the equivalent thereof
at the time of determination) or more in the aggregate;


 


(7)            
one or more final and non-appealable-judgments for the payment of money are rendered against the Company or any Significant
Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and are not paid
or otherwise discharged and there is a period of 60 consecutive days following entry of the final and non-appealable judgment
that causes the aggregate amount for all such final and non-appealable judgments outstanding and not paid or discharged against
all such Persons to exceed $125.0 million or the equivalent thereof at the time of determination (in excess of amounts which the
Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason
of a pending appeal or otherwise, is not in effect;


 


(8)            
an involuntary case or other proceeding is commenced against the Company or any Significant Subsidiary or group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains
undismissed and unstayed for a period of 60 days;


 


(9)            
the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, (i) commences a voluntary case or other proceeding seeking the commencement of judicial or extra judicial
reorganization, proceedings or bankruptcy proceedings with respect to itself or its debts under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under
any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or such Significant


 




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Subsidiary
or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or (iii) effects any general
assignment for the benefit of creditors;


 


(10)        
any Note Guarantee by a Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary, ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or
a Guarantor denies or disaffirms its obligations under its Note Guarantee; or


 


(11)        
all or substantially all of the undertakings, assets and revenues of the Company and any Significant Subsidiary or group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, taken as a whole, is condemned, seized
or otherwise appropriated (other than in accordance with its terms) by any Person acting under the authority of any national,
regional or local government or the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, is prevented by such Person for a period of 60 consecutive days or longer from exercising
normal control over all or substantially all of its undertaking, assets and revenues.


 


A Default
under clauses (5) of this ‎Section 6.01(a) will not constitute an Event of Default until the Trustee (acting at the direction
of holders of at least 25.0% in outstanding principal amount of the Notes) or the holders of at least 25.0% in principal amount
of the Notes outstanding notify the Company and the Trustee (if notice is given by the Holders) of the Default and the Company
does not cure such Default within the time specified in clause (5) of this ‎Section 6.01(a) after receipt of such notice.


 


(b)             The Trustee is not to be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default
or Event of Default unless either (i) a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default
or (ii) written notice of any event which is in fact a Default or Event of Default has been given to the Trustee at its Corporate
Trust Office by the Company, any Guarantor or any Holder, such notice identifying this Indenture and the Company and such notice
states that it is a notice of Default or Event of Default.


 


Section
6.02          
Acceleration.


 


(a)             If an Event of Default (other than an Event of Default described in clauses (8) or (9)) of ‎Section 6.01(a))
occurs and is continuing, the Trustee (acting at the direction of holders of at least 25.0% in outstanding principal amount of
the Notes) by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in principal amount
of the then outstanding Notes, by written notice to the Company and the Trustee, may declare the principal, premium, if any, and
accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal, premium, if
any, and accrued and unpaid interest, if any, will be due and payable.


 


(b)             In case an Event of Default described in clauses (8) or (9) of ‎Section 6.01(a) occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Holders.


 


(c)             In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) of ‎Section
6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if:


 


(1)       the
default triggering such Event of Default pursuant to clause (6) of ‎Section 6.01(a) shall be remedied or cured by the Company
or a Restricted Subsidiary or waived by the


 




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holders
of the relevant Debt within 20 days after the declaration of acceleration with respect thereto; and


 


(2)       (A)
the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction
and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.


 


(d)             The Holders of a majority in principal amount of the outstanding Notes may waive all past Events of Default (except with
respect to nonpayment of principal, premium or interest) and rescind any acceleration with respect to the Notes and its consequences
if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all
existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or waived.


 


(e)             Notwithstanding the foregoing, any notice of any Default or Event of Default may not be given with respect to any action
taken, and reported publicly or to Holders in reasonable detail and good faith, more than two years prior to such notice of any
Default or Event of Default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may
be extended or stayed by a court of competent jurisdiction.


 


Any notice
of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take
any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank)
(each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered
to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is
being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation,
in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”)
shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes
are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to
provide the Company with such other information as the Company may reasonably request from time to time in order to verify the
accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification
Covenant”). Notwithstanding anything to the contrary, in any case in which the Holder is DTC or its nominee, any Position
Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC
or its nominee, and such beneficial owner shall provide proof of its holdings in a manner satisfactory to the Trustee.


 


If, following
the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there
is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides
to the Trustee an Officer’s Certificate stating that the Company has initiated litigation (“Litigation”)
in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position
Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction,
the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect
to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable
determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officer’s
Certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction
until it has actual knowledge of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration
of the Notes, the Company provides to the Trustee an Officer’s


 




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Certificate
stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officer’s
Certificate”), the cure period with respect to such Default or Event of Default shall be automatically stayed and the
cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically
reinstituted and any remedy stayed pending satisfaction of such Verification Covenant, and the Trustee shall take no further action
pursuant to the related Noteholder Direction until the Company provides a subsequent Officer’s Certificate to the Trustee
that such Verification Covenant has been satisfied (a “Covenant Satisfaction Officer’s Certificate”).
The Company shall promptly deliver a Covenant Satisfaction Officer’s Certificate following satisfaction by the applicable
Directing Holder of its Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation
in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held
by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder
Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed
never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or
any notice of such Default or Event of Default.


 


Notwithstanding
anything in the preceding two paragraphs of this Section 6,02(e) to the contrary, any Noteholder Direction delivered to the Trustee
during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with
the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs of this Section 6.02(e) shall not
apply to any Holder that is a Regulated Bank.


 


For the avoidance
of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this
Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance
with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations,
investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative
Instruments or otherwise and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing to
act in accordance with a Noteholder Direction during the pendency of Litigation or a Noteholder Direction after a Verification
Covenant Officer’s Certificate has been provided to it but prior to receipt of a Covenant Satisfaction Officer’s Certificate.
The Trustee shall have no liability or responsibility to the Company, any Holder or any other Person in connection with any Noteholder
Direction or to determine whether or not any Holder has delivered a Position Representation or that such Position Representation
conforms with this Indenture or any other agreement.


 


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 principal, premium,
if any, and interest 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 them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note 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. All remedies are cumulative to the
extent permitted by law.


 




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Section
6.04          
Waiver of Past Defaults.


 


The Holders
of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all Holders waive
any existing Default or Event of Default and its consequences hereunder, except:


 


(1)       a
continuing Default or Event of Default in the payment of the principal, premium, if any, or interest on any Note held by a non-consenting
Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); and


 


(2)      a
Default or Event of Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each
Holder affected,


 


provided that, subject
to Section 6.02, the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default or
Event of Default shall cease to exist, and, if applicable, any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


Section
6.05          
Control by Majority.


 


The Holders
of a majority in principal amount of the outstanding Notes may direct 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, this Indenture, the Notes, the Security Documents or any Note Guarantee,
or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Holder or that would involve the
Trustee in personal liability; provided, however, the Trustee shall not be deemed to have an affirmative duty to determine whether
any direction is unduly prejudicial to any other Holder. Prior to taking any action hereunder or under the Security Documents,
the Trustee shall be entitled to indemnification reasonably satisfactory to it against all losses and expenses caused by taking
or not taking such action.


 


Section
6.06          
Limitation on Suits.


 


Subject to
‎Section 6.07, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)       such
Holder has previously given the Trustee notice that an Event of Default is continuing;


 


(2)       the
Holders of at least 25.0% in principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;


 


(3)       such
Holders have offered, and if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss,
liability or expense;


 


(4)       the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity;
and


 




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(5)       the
Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction that, in the opinion
of the Trustee, is inconsistent with such request within such 60-day period.


 


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


 


Section
6.07          
Rights of Holders to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest
on its Note, on or after the respective due dates expressed or provided for in such Note (including in connection with an Asset
Sale Offer or a Change of Control Offer), 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(a)(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company and any other obligor on the Notes for the whole amount of principal, premium,
if any, and interest remaining unpaid on the Notes, together with interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee and its agents and counsel.


 


Section
6.09          
Restoration of Rights and Remedies.


 


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


 


Section
6.10          
Rights and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy are, to the extent permitted by law, cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
6.11          
Delay or Omission Not Waiver.


 


No delay or
omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 




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Section
6.12          
Trustee May File Proofs of Claim.


 


The Trustee
may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes,
including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official
committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or
deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee
and its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.13          
Priorities.


 


If the Trustee
collects any money or property pursuant to this Article 6 or pursuant to the foreclosure or other remedial provisions contained
in the Security Documents, it shall pay out the money or proceeds of property in the following order:


 


(1)       to
the Trustee and its agents and attorneys for amounts due under this Indenture, including payment of all reasonable compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


(2)       to
holders of Senior Debt of such Guarantor, in each case to the extent required by Article 12 (but only to the extent a Responsible
Officer of the Trustee has received written notice of the identities of such holders and the amounts due thereto by the Intercreditor
and Security Agent no earlier than ten Business Days prior and no later than five Business Days prior to the date of such remittance);


 


(3)       to
Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;
and


 


(4)       to
the Company or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.


 


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.13. Promptly after any record date is set pursuant
to this Section 6.13, the Trustee shall cause notice of such record date and payment date to be given to the Company and
to each Holder in the manner set forth in Section 14.02.


 




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Section
6.14          
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 a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.14 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 outstanding Notes.


 


ARTICLE
7



TRUSTEE


 


Section
7.01          
Duties of Trustee.


 


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


 


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


 


(1)                the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, 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. However, 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 examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).


 


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


 


(1)                this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)                the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and


 


(3)                the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.


 




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(d)               
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee
is subject to this Section 7.01 and Section 7.02.


 


(e)               
If an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights
or powers under this Indenture, the Notes, the Security Documents and the Note Guarantees at the request or direction of any of
the Holders unless such Holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to
it against any loss, liability or expense.


 


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


 


Section
7.02          
Rights of Trustee.


 


(a)               
The Trustee may conclusively rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, Opinion of Counsel, statement, certificate, instrument, opinion, report, notice, request, consent,
order, judgement, appraisal, bond or any other document believed by it to be genuine and to have been signed or presented by the
proper Person. The Trustee need not investigate any fact or matter stated in the document, 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
in good faith to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of
the Company, 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.


 


(b)               
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel
or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. 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
from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(c)               
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any
agent or attorney appointed with due care.


 


(d)               
The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture, the Notes, the Note Guarantees or the Security Documents.


 


(e)               
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or
a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor.


 


(f)                
None of the provisions of this Indenture shall require the Trustee, Paying Agent, Transfer Agent or Registrar to expend
or risk its own funds or otherwise to incur any liability, financial or otherwise, 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 indemnity satisfactory to it against such risk or liability is not assured to it.


 




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


 


(h)               
In no event shall the Trustee be responsible or liable for special, indirect, incidental 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.


 


(i)                
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.


 


(j)                
The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals
or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate
may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized
in any such certificate previously delivered and not superseded.


 


(k)               
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(l)                
The Trustee shall have no duty (A) to see to any recording, filing or depositing of this Indenture or any Security Document,
or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of such recording
or filing or depositing, or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance or (C) to
see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing
with respect to, assessed or levied against, any part of the trust.


 


(m)             
The Trustee and any of its Affiliates, directors, officers, managers, employees, advisors, counsel, agents or attorneys-in-fact
shall not be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Indenture or any Security Document (each, a “Financing Document” and, collectively,
the “Financing Documents”), or any certificate, financial statement or other document furnished at any time
under or in connection with this Indenture or any other Financing Document, (ii) the performance or observance of any of the terms,
covenants or agreements of the Company and the Guarantors or any Person in this Indenture or any other Financing Document or (iii)
the validity, effectiveness, genuineness, value, enforceability or sufficiency of any Financing Document, or any other instrument
or writing furnished in connection herewith or therewith, in respect of the Company or the Guarantors other than as set forth
herein or therein. Without limiting the generality of the foregoing, in the absence of its own negligence or willful misconduct,
the Trustee or any of its Affiliates, directors, officers, managers, employees, advisors, counsel, agents or attorneys-in-fact
shall not be responsible to any Person for any matters determined hereunder or under the other Financing Documents.


 


(n)               
The right of the Trustee to perform any discretionary or permissive act enumerated in this Indenture or any Security Document
shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct
in the performance of such act.


 




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(o)               
Delivery of reports, information and documents to the Trustee and the Paying Agent is for informational purposes only and
their respective receipt of such reports shall not constitute actual or constructive notice of any information contained therein
or determinable from information contained therein, including the Company’s, any Guarantor’s or any other Person’s
compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee and the Paying Agent are entitled
to rely exclusively on Officer’s Certificates). Neither the Trustee nor the Paying Agent shall be obligated to monitor or
confirm, on a continuing basis or otherwise, the Company’s, any Guarantor’s or any other Person’s compliance
with the covenants described herein or with respect to any reports or other documents filed under this Indenture.


 


Section
7.03          
Individual Rights of Trustee.


 


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


 


Section
7.04          
Trustee’s Disclaimer.


 


The Trustee
shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall
not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received
by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement
in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication on the Notes.


 


Section
7.05          
Notice of Defaults.


 


If a Default
or Event of Default occurs and is continuing and is known to a Responsible Officer of the Trustee, the Trustee will give to each
Holder a notice of the Default within 90 days after it occurs. Except in the case of an Event of Default specified in clauses
(1) or (2) of ‎Section 6.01(a), the Trustee may withhold from the Holders notice of any continuing Default if the Trustee
determines in good faith that withholding the notice is in the interest of the Holders. The Trustee shall not be deemed to know
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 a Default or an Event of Default is received by the Trustee at its Corporate Trust Office.


 


Section
7.06          
[Reserved].


 


Section
7.07          
Compensation and Indemnity.


 


(a)               
The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for
its acceptance of this Indenture and services hereunder and under the Notes, the Note Guarantees and the Security Documents as
the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company
reasonable notice of any expenditure not in the ordinary course of business.


 




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(b)               
The Company and the Guarantors, jointly and severally, shall indemnify the Trustee and any predecessor Trustee for, and
hold each of the Trustee and any predecessor Trustee harmless against, any and all loss, damage, claims, liability or expense
(including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust
and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture, the Notes, the Note
Guarantees and the Security Documents against the Company or any Guarantor (including this Section 7.07) or defending itself
against any claim whether asserted by any Holder, the Company, any Guarantor, any other person or liability, in each case solely
in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify
the Company promptly of any third party claim for which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate
counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence
as determined by a court of competent jurisdiction in a final, non-appealable decision.


 


(c)               
The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge
of this Indenture or the earlier resignation or removal of the Trustee.


 


(d)               
To secure the payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee shall have a
Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal
and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


(e)               
When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(8) or
(9) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are
intended to constitute administrative expenses for purposes of priority under any Bankruptcy Law.


 


Section
7.08          
Replacement of Trustee.


 


(a)               
A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time by giving
30 days’ prior notice of such resignation to the Company and be discharged from the trust hereby created by so notifying
the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing at least 30 days’ prior to the requested date of removal. The Company may
remove the Trustee if:


 


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


 


(2)               the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(3)               a
receiver or public officer takes charge of the Trustee or its property; or


 


(4)               the
Trustee becomes incapable of acting.


 


(b)               
If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company shall
promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the then


 




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outstanding
Notes may remove the successor Trustee to replace it with another successor Trustee appointed by the Company.


 


(c)               
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee (at the Company’s expense), the Company or the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(d)               
If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.


 


(e)               
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that
all sums owing to the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section
7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section
7.07 shall continue for the benefit of the retiring Trustee.


 


(f)                
As used in this Section 7.08, the term “Trustee” shall also include each Agent.


 


Section
7.09          
Successor Trustee by Merger, etc.


 


If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation
or national banking association, the successor corporation or national banking association without any further act shall be the
successor Trustee, subject to Section 7.10.


 


Section
7.10          
Eligibility; Disqualification.


 


There shall
at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the
laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that
is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition.


 


ARTICLE
8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.01          
Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Company
may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.


 


Section
8.02          
Legal Defeasance and Discharge.


 


(a)               
Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company and the
Guarantors shall, subject to the satisfaction of the conditions set forth


 




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in
Section 8.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes and
Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding
Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections
of this Indenture referred to in clauses (1) through (4) below, and to have satisfied all of its other obligations under such
Notes and this Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall
execute such instruments as reasonably requested by the Company acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:


 


(1)               the
rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments
are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.04;


 


(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 payment and money for Note payments held in trust;


 


(3)               the
rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and


 


(4)               this
Section 8.02.


 


(b)               
Following the Company’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because
of an Event of Default.


 


(c)               
Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03.


 


Section
8.03          
Covenant Defeasance.


 


Upon the Company’s
exercise under Section 8.01 of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in
Sections ‎3.09, ‎4.03, ‎4.06, ‎4.08, ‎4.09, ‎Section 4.10, 4.11, 4.12, ‎Section 4.13, ‎4.14,
‎4.15, ‎4.16, ‎4.17, 4.19, and clause (4) of ‎Section 5.01(a) with respect to the outstanding Notes, and
the Guarantors shall be deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after
the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes
shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or
act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture, and such Notes shall
be unaffected thereby. Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04, an Event of Default specified in Section 6.01(a)(3)
(only with respect to the covenants that are released as a result of such Covenant Defeasance), Section 6.01(a)(4) that


 




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resulted
solely from the failure of the Company to comply with clause (4) of Section 5.01(a), 6.01(a)(5) (only with respect to
covenants that are released as a result of such Covenant Defeasance), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8), 6.01(a)(9), 6.01(a)(11)
(solely with respect to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together (as of the date
of the latest audited financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary)
and 6.01(a)(12), in each case, shall not constitute an Event of Default.


 


Section
8.04          
Conditions to Legal or Covenant Defeasance.


 


(a)               
The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or
the Covenant Defeasance option under Section 8.03 with respect to the Notes:


 


(1)               the
Company must irrevocably deposit with the Paying Agent, in trust, for the benefit of the Holders, cash in U.S. dollars, Government
Securities, or a combination thereof, in amounts as will be sufficient, as confirmed, certified or attested by an internationally
recognized firm of independent public accountants in writing to the Trustee and Paying Agent, without consideration of any reinvestment
of interest, to pay the principal, premium, if any, and interest due on the outstanding Notes on the Stated Maturity or on the
applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity
or to a particular redemption date;


 


(2)               in
the case of Legal Defeasance, the Company has delivered to the Trustee and Paying Agent an Opinion of Counsel confirming that,
subject to customary assumptions and exclusions,


 


(A)       the
Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or


 


(B)       since
the Issue Date, there has been a change in the applicable U.S. federal income tax law,


 


in either case to the
effect that, and based thereon such Opinion of Counsel will confirm that, beneficial owners of the Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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;


 


(3)               in
the case of Covenant Defeasance, the Company has delivered to the Trustee and Paying Agent an Opinion of Counsel confirming that,
subject to customary assumptions and exclusions, beneficial owners of the Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. 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 has occurred and is continuing on the date of such deposit or will occur as a result of such deposit
(other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith) and
the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other
material agreement or material instrument (other than this


 




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Indenture)
to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;


 


(5)               the
Company has delivered to the Trustee and Paying Agent an Officer’s Certificate stating that the deposit was not made by
the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others;


 


(6)               the
Company has delivered to the Trustee and Paying Agent an Officer’s Certificate and an Opinion of Counsel (which Opinion
of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the
Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and


 


(7)               the
Company has delivered irrevocable instructions to the Trustee and Paying Agent to apply the deposited money toward the payment
of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s
Certificate referred to in clause (6) above).


 


Section
8.05          
Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)               
Subject to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Paying
Agent pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Paying Agent, in
accordance with the provisions of such Notes and this Indenture, to the payment, to the Holders of all sums due and to become
due thereon in respect of principal, premium, if any, and interest on the Notes, but such money need not be segregated from other
funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 12.


 


(b)               
The Company will pay and indemnify the Trustee and Paying Agent against any tax, fee or other charge imposed on or assessed
against the cash or Government Securities deposited pursuant to Section 8.04 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.


 


(c)               
Anything in this Article 8 to the contrary notwithstanding, the Paying Agent will deliver or pay to the Company from time
to time upon the request of the Company any money or Government Securities held by it as provided in Section 8.04 which, in the
opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee and Paying Agent (which may be the opinion delivered under Section 8.04(a)), 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
8.06          
Repayment to the Company.


 


Subject to
any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after
such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company
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.


 




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Section
8.07          
Reinstatement.


 


If the Trustee
or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 or Section 8.03,
as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes and
the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section
8.03, as the case may be; provided that, if the Company makes any payment of principal, premium, if any, or interest on
any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive
such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE
9



AMENDMENT, SUPPLEMENT AND WAIVER


 


Section
9.01          
Without Consent of Holders.


 


(a)               
Notwithstanding ‎Section 9.02, without the consent of any Holder, the Company, the Trustee, the Paying Agent
and the Security and Intercreditor Agent may amend or supplement this Indenture, the Notes or the Security Documents (subject,
in the case of the Security Documents, to the rights of the other parties therein):


 


(1)               
to cure any ambiguity, omission, defect or inconsistency;


 


(2)               
to comply with Section 5.01;


 


(3)               
to add to the covenants of the Company or the Guarantors for the benefit of Holders of the Notes;


 


(4)               
to comply with any requirement to effect or maintain the qualification of this Indenture under the Trust Indenture Act;


 


(5)               
to surrender any right conferred upon the Company or the Guarantors;


 


(6)               
to evidence and provide for the acceptance of an appointment by a successor Trustee, Paying Agent, Transfer Agent, Registrar
or Security and Intercreditor Agent;


 


(7)               
to provide for the issuance of Additional Notes and Parity Debt Obligations (including any amendment or supplement to any
of the Security Documents in connection therewith);


 


(8)               
to provide for any Note Guarantee, to secure the Notes or to confirm and evidence the release, termination or discharge
of any guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture and
the Security Documents;


 


(9)               
to make any other change that does not materially and adversely affect the rights of any Holder of the Notes or to conform
this Indenture, the Notes or the Security Documents to the “Description of Notes” section of the Offering Memorandum;


 




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(10)           
to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or
ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement,
supplement or other modification from time to time of any agreement that is not prohibited by this Indenture or the Security Documents;


 


(11)           
in the case of an amendment or supplement of the Security Documents, to provide for any amendment or supplement permitted
by the Security Documents and not prohibited by this Indenture;


 


(12)           
to make any amendments to the provisions of this Indenture relating to the transfer and legending of Notes as permitted
herein, including to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture
as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law
and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or


 


(13)           
at the Company’s election, to comply with the requirements of the SEC in order to effect or maintain the qualification
of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not be qualified under
the Trust Indenture Act).


 


(b)               
Upon the request of the Company, and upon receipt by the Trustee of the documents described in Sections 9.06 and 14.03,
the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights,
duties, liabilities or immunities under this Indenture or otherwise.


 


Section
9.02          
With Consent of Holders.


 


(a)               
Except as provided in ‎Section 9.01 and this ‎Section 9.02, the Company, the Trustee, the Paying
Agent and the Security and Intercreditor Agent may amend or supplement this Indenture, the Notes and the Security Documents with
the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to ‎Section 6.04
and ‎Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment
of the principal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may
be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). ‎Section
2.08 and ‎Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes
of this Section 9.02.


 


(b)               
Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid,
and upon receipt by the Trustee of the documents described in Sections 9.06 and 14.03, the Trustee shall join with the Company
and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 




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(c)               
It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of such proposed amendment,
supplement or waiver.


 


(d)               
After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders
a notice as described in Section 14.02(d) briefly describing such amendment, supplement or waiver. However, 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 any such
amendment, supplement or waiver.


 


(e)               
Without the consent of each affected Holder, an amendment, supplement or waiver under this ‎Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):


 


(1)            
reduce the rate of or extend the time for payment of interest on any Note;


 


(2)            
reduce the principal of any Note;


 


(3)            
reduce the amount payable upon redemption of any Note or change the time at which any Note may be redeemed;


 


(4)            
change the currency for payment of principal of, or interest on, any Note;


 


(5)            
impair the right to institute suit for the enforcement of any payment on or with respect to any Note;


 


(6)            
waive certain payment defaults with respect to the Notes;


 


(7)            
reduce the principal amount of Notes whose Holders must consent to any amendment or waiver;


 


(8)            
make any change in the amendment or waiver provisions of this Indenture which require each Holder’s consent;


 


(9)            
modify or change any provision of this Indenture affecting the ranking of the Notes or the Note Guarantees in a manner
adverse to the Holders of the Notes; or


 


(10)        
make any change in the Note Guarantees that would adversely affect the noteholders in any material respect (unless otherwise
permitted pursuant to the terms of this Indenture).


 


(f)                
A consent to any amendment, supplement or waiver of this Indenture, the Notes or the Note Guarantee by any Holder given
in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.


 


Section
9.03          
Compliance with Trust Indenture Act.


 


If this Indenture
is qualified under the Trust Indenture Act, every amendment or supplement to this Indenture or the Notes shall be set forth in
an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.


 




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Section
9.04          
Revocation and Effect of Consents.


 


(a)               
Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent
by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent
Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the
waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.


 


(b)               
The Company may, but shall not be obligated to, fix a record date pursuant to Section 1.05 for the purpose of determining
the Holders entitled to consent to any amendment, supplement or waiver.


 


Section
9.05          
Notation on or Exchange of Notes.


 


(a)               
The Company or the Trustee, at the Company’s written request, may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall,
upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


(b)               
Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.


 


Section
9.06          
Trustee to Sign Amendments, etc.


 


Upon the request
of the Company, the Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any
amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected
in relying upon, in addition to the documents required by Section 14.03, an Officer’s Certificate and an Opinion of Counsel
stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and the Security
Documents, as applicable, and, with respect to such Opinion of Counsel, that such amendment, supplement or waiver is the legal,
valid and binding obligation of the Company and any Guarantor party thereto, enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).


 


ARTICLE
10



GUARANTEES


 


Section
10.01        Guarantee.


 


(a)               
The Note Guarantees by each Guarantor shall be evidenced by the Deed of Guarantee. Each Holder, by accepting a Note, consents
and agrees to the terms of the Note Guarantees as set forth in the Deed of Guarantee as the same may be in effect or may be amended
from time to time in accordance with its terms, the other Security Documents and this Indenture, and authorizes and directs the
Trustee to enter into and accede to such Deed of Guarantee as beneficiary thereunder for and on behalf of itself and each Holder,
and to perform its obligations and exercise its rights thereunder in accordance therewith.


 




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(b)               
If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Section
10.02        [Reserved].


 


Section
10.03        [Reserved].


 


Section
10.04        [Reserved].


 


Section
10.05        Benefits Acknowledged.


 


Each Guarantor
acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.


 


Section
10.06        Release of
Note Guarantees.


 


(a)               
A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action
by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon:


 


(1)       (A)
a sale or disposition (including by way of consolidation, merger or amalgamation) of all or a portion of the Capital Stock of
such Guarantor following which such Guarantor is no longer a Subsidiary of the Company;


 


(B)       a
sale or disposition (including by way of consolidation, merger or amalgamation) of all or substantially all of the assets of such
Guarantor to a Person that is not the Company or a Restricted Subsidiary of the Company;


 


(C)       the
Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge
of the Company’s obligations under this Indenture in accordance with the terms of this Indenture;


 


(D)       the
Designation of such Guarantor as an Unrestricted Subsidiary;


 


(E)       pursuant
to the terms of the Deed of Guarantee, security or a guarantee of the Company’s obligations under this Indenture which is
acceptable to the Security and Intercreditor Agent being provided in substitution for such Note Guarantee;


 


(F)       the
release or discharge of such other guarantee that resulted in the creation of such Note Guarantee, except a discharge or release
by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will
constitute a release for the purposes of this provision, and if any such guarantee is so reinstated, such guarantee shall also
be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to ‎Section 4.11);
or


 


(G)       the
liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred
or is continuing;


 


provided,
that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture; and


 




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(2)       such
Guarantor delivering to the Trustee and the Security and Intercreditor Agent an Officer’s Certificate and Opinion of Counsel
stating that all conditions precedent provided for in this Indenture and the Deed of Guarantee relating to such transaction have
been complied with.


 


(b)               
At the written request of the Company and upon receipt of the items described in Section 10.06(a)(2) above, the Trustee
and the Security and Intercreditor Agent shall execute and deliver any documents reasonably requested in order to evidence such
release, discharge and termination in respect of the applicable Note Guarantee.


 


ARTICLE
11



SECURITY-RELATED PROVISIONS


 


Section 11.01       
Security Documents.


 


(a)               
Security Documents. In the event of a conflict or inconsistency between the terms of this Indenture and the Security
Documents, the Security Documents shall control.


 


(b)               
Intercreditor Agreements. The Trustee and the Security and Intercreditor Agent bound by the terms of the Intercreditor
Agreements and each Holder of a Note, by accepting such Note or beneficial interest therein, agrees to all the terms and provisions
of the Intercreditor Agreements and the other Security Documents. Notwithstanding anything to the contrary, (i) the liens and
security interests granted to the Security and Intercreditor Agent pursuant to the Security Documents and all rights and obligations
of the Trustee and Security and Intercreditor Agent hereunder are expressly subject to the Intercreditor Agreements and (ii) the
exercise of any right or remedy by the Trustee hereunder is subject to the limitation and provisions of the Intercreditor Agreements.
In the event of any conflict or inconsistency between the terms of the Intercreditor Agreements and the terms of this Indenture,
the terms of the Intercreditor Agreements shall govern.


 


Section 11.02       
[Reserved].


 


Section
11.03        [Reserved].


 


Section 11.04       
Security and Intercreditor Agent; Intercreditor Agreements.


 


The Trustee
and each of the Holders by acceptance of the Notes hereby acknowledge the appointment of the Security and Intercreditor Agent
under the Security Documents and agree that the Security and Intercreditor Agent shall have the rights, duties and responsibilities
as set forth in the Security Documents. On the Issue Date, the Trustee is hereby authorized and directed to enter into the KEFI
Intercreditor Accession Agreement, the Deed of Guarantee Accession Agreement and the KEL Intercreditor Accession Agreement.


 


The Trustee,
as a KEFI HY Noteholder Trustee, shall not be required to exercise any discretion or take any action under the KEFI Intercreditor
Agreement, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) solely upon the instructions of the holders of a majority in outstanding principal amount of the Notes, and such instructions
shall be binding upon all Holders in their capacity as KEFI HY Noteholders; provided, however, that the Trustee, as a KEFI HY
Noteholder Trustee, shall not be required to take any action that (i) it in good faith believes exposes it to personal liability
unless it receives an indemnification satisfactory to it from the applicable Noteholders with respect to such action or (ii) is
contrary to this Indenture or applicable law. In the absence of any such direction, the Trustee, as a KEFI HY Noteholder Trustee,
will have no duty or obligation to


 




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take
any action under the KEFI Intercreditor Agreement. The Trustee shall not be charged with notice of any shortfalls, discharges,
defaults, accelerations or other events under the Facility, the Corporate Revolver, the 7.125% Senior Notes or any other document
or agreement referenced in the KEFI Intercreditor Agreement unless Responsible Officer of the Trustee shall have received written
notice thereof at the applicable Corporate Trust Office.


 


The Trustee,
as a KEL HY Noteholder Trustee, shall not be required to exercise any discretion or take any action under the KEL Intercreditor
Agreement, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) solely upon the instructions of the holders of a majority in outstanding principal amount of the Notes, and such instructions
shall be binding upon all Holders in their capacity as KEL HY Noteholders; provided, however, that the Trustee, as a KEL HY Noteholder
Trustee, shall not be required to take any action that (i) it in good faith believes exposes it to personal liability unless it
receives an indemnification satisfactory to it from the applicable Noteholders with respect to such action or (ii) is contrary
to this Indenture or applicable law. In the absence of any such direction, the Trustee, as a KEL HY Noteholder Trustee, will have
no duty or obligation to take any action under the KEL Intercreditor Agreement. The Trustee shall not be charged with notice of
any shortfalls, discharges, defaults, accelerations or other events under the Facility, the Corporate Revolver, 7.125% Senior
Notes or any other document or agreement referenced in the KEL Intercreditor Agreement unless a Responsible Officer of the Trustee
shall have received written notice thereof at the applicable Corporate Trust Office.


 


Notwithstanding
anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that the KEFI Intercreditor
Accession Agreement has been signed by Wilmington Trust, National Association, not in its individual capacity or personally but
solely in its capacity as KEFI HY Noteholder Trustee for the benefit of the Holders in their capacity as KEFI HY Noteholders,
in the exercise of the powers and authority conferred and vested in it under this Indenture, and in no event shall Wilmington
Trust, National Association, in its individual capacity, have any liability for the representations, warranties, covenants, agreements
or other obligations of any Person under the KEFI Intercreditor Agreement, the KEFI Intercreditor Accession Agreement, any Finance
Document or in any of the certificates, reports, documents, data, notices or agreements delivered pursuant hereto or thereto.
The Trustee as KEFI HY Noteholder Trustee makes no representations or warranties as to nor assumes any responsibility for the
correctness of the recitals contained in the KEFI Intercreditor Agreement, and the Trustee as KEFI HY Noteholder Trustee shall
not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of the KEFI
Intercreditor Agreement or the KEFI Intercreditor Accession Agreement and makes no representation with respect thereto. In entering
into the KEFI Intercreditor Accession Agreement, the Trustee as KEFI HY Noteholder Trustee shall be entitled to the benefit of
every provision of this Indenture relating to the rights, exculpations or conduct of, affecting the liability of or otherwise
affording protection to the “Trustee” hereunder.


 


Notwithstanding
anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that the KEL Intercreditor
Accession Agreement has been signed by Wilmington Trust, National Association, not in its individual capacity or personally but
solely in its capacity as KEL HY Noteholder Trustee for the benefit of the Holders in their capacity as KEL HY Noteholders, in
the exercise of the powers and authority conferred and vested in it under this Indenture, and in no event shall Wilmington Trust,
National Association, in its individual capacity, have any liability for the representations, warranties, covenants, agreements
or other obligations of any Person under the KEL Intercreditor Agreement, the KEL Intercreditor Accession Agreement, any Finance
Document or in any of the certificates, reports, documents, data, notices or agreements delivered pursuant hereto or thereto.
The Trustee as KEL HY Noteholder Trustee makes no representations or warranties as to nor assumes any responsibility for the correctness
of the recitals contained in the KEL Intercreditor Agreement, and the Trustee as KEL HY Noteholder Trustee shall not be responsible
or accountable in any way whatsoever for


 




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or
with respect to the validity, execution or sufficiency of the KEL Intercreditor Agreement or the KEL Intercreditor Accession Agreement
and makes no representation with respect thereto. In entering into the KEL Intercreditor Accession Agreement, the Trustee as KEL
HY Noteholder Trustee shall be entitled to the benefit of every provision of this Indenture relating to the rights, exculpations
or conduct of, affecting the liability of or otherwise affording protection to the “Trustee” hereunder.


 


Neither the
Trustee as KEFI HY Noteholder Trustee nor any of its Affiliates, directors, officers, managers, employees, advisors, counsel,
agents or attorneys-in-fact shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement,
warranty or representation made in connection with the KEFI Intercreditor Agreement, the KEFI Intercreditor Accession Agreement
or any Finance Document, or any certificate, financial statement or other document furnished at any time under or in connection
with the KEFI Intercreditor Agreement or any other Financing Document, (ii) the performance or observance of any of the terms,
covenants or agreements of any obligor in the KEFI Intercreditor Agreement or any other Financing Document, (iii) the validity,
effectiveness, genuineness, value, enforceability or sufficiency of the KEFI Intercreditor Agreement or any other Financing Document,
or any other instrument or writing furnished in connection herewith or therewith or (iv) the attachment, perfection or priority
of any security interest created or purported to be created under or in connection with any Financing Document. Without limiting
the generality of the foregoing, in the absence of its own gross negligence or willful misconduct, neither the Trustee as KEFI
HY Noteholder Trustee nor any of its Affiliates, directors, officers, managers, employees, advisors, counsel, agents or attorneys-in-fact
shall be responsible to any Person for any mistake, omission or error of judgment with respect to the value or valuation, genuineness,
enforceability, existence, perfection or priority of any of the collateral to secure Parity Obligations, the determination of
the fair market value of any collateral to secure Parity Obligations, or any other matters determined hereunder or under the other
Financing Documents. Neither the Trustee as KEL HY Noteholder Trustee nor any of its Affiliates, directors, officers, managers,
employees, advisors, counsel, agents or attorneys-in-fact shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with the KEL Intercreditor Agreement, the KEL Intercreditor
Accession Agreement or any Finance Document, or any certificate, financial statement or other document furnished at any time under
or in connection with the KEL Intercreditor Agreement or any other Financing Document, (ii) the performance or observance of any
of the terms, covenants or agreements of any obligor in the KEL Intercreditor Agreement or any other Financing Document, (iii)
the validity, effectiveness, genuineness, value, enforceability or sufficiency of the KEL Intercreditor Agreement or any other
Financing Document, or any other instrument or writing furnished in connection herewith or therewith or (iv) the attachment, perfection
or priority of any security interest created or purported to be created under or in connection with any Financing Document. Without
limiting the generality of the foregoing, in the absence of its own gross negligence or willful misconduct, neither the Trustee
as KEL HY Noteholder Trustee nor any of its Affiliates, directors, officers, managers, employees, advisors, counsel, agents or
attorneys-in-fact shall be responsible to any Person for any mistake, omission or error of judgment with respect to the value
or valuation, genuineness, enforceability, existence, perfection or priority of any of the collateral to secure Parity Obligations,
the determination of the fair market value of any collateral to secure Parity Obligations, or any other matters determined hereunder
or under the other Financing Documents.


 


The Trustee,
shall not be required to exercise any discretion or take any action under the Deed of Guarantee, but shall be required to act
or to refrain from acting (and shall be fully protected in so acting or refraining from acting) solely upon the instructions and
directions of holders of a majority in outstanding principal amount of the Notes, and such instructions shall be binding upon
all Holders; provided, however, that the Trustee, shall not be required to take any action that (i) it in good faith believes
exposes it to personal liability unless it receives an indemnification satisfactory to it from the applicable Holders with respect
to such action or (ii) is contrary to this Indenture or applicable law. In the absence of any such direction, the Trustee, will
have no duty or obligation to take any action under the Deed of Guarantee. The


 




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Trustee
shall not be charged with notice of any shortfalls, discharges, defaults, accelerations or other events under the Facility, the
Corporate Revolver, the 7.125% Senior Notes or any other document or agreement referenced in the Deed of Guarantee unless a Responsible
Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office.


 


Notwithstanding anything contained
herein to the contrary, it is expressly understood and agreed by the parties hereto that the Deed of Guarantee Accession Agreement
has been signed by Wilmington Trust, National Association, not in its individual capacity or personally but solely in its capacity
as Trustee for the benefit of the Holders, in the exercise of the powers and authority conferred and vested in it under this Indenture,
and in no event shall Wilmington Trust, National Association, in its individual capacity, have any liability for the representations,
warranties, covenants, agreements or other obligations of any Person under the Deed of Guarantee, any Finance Document or in any
of the certificates, reports, documents, data, notices or agreements delivered pursuant hereto or thereto. The Trustee makes no
representations or warranties as to nor assumes any responsibility for the correctness of the recitals contained in the Deed of
Guarantee and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution
or sufficiency of the Deed of Guarantee Accession Agreement or the Deed of Guarantee and makes no representation with respect
thereto. In entering into the Deed of Guarantee Accession Agreement, the Trustee shall be entitled to the benefit of every provision
of this Indenture relating to the rights, exculpations or conduct of, affecting the liability of or otherwise affording protection
to the “Trustee” hereunder.


 


Neither the
Trustee nor any of its Affiliates, directors, officers, managers, employees, advisors, counsel, agents or attorneys-in-fact shall
be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in
connection with the Deed of Guarantee or any Finance Document , or any certificate, financial statement or other document furnished
at any time under or in connection with the Deed of Guarantee or any other Financing Document, (ii) the performance or observance
of any of the terms, covenants or agreements of any obligor in the Deed of Guarantee or any other Financing Document, (iii) the
validity, effectiveness, genuineness, value, enforceability or sufficiency of the Deed of Guarantee or any other Financing Document,
or any other instrument or writing furnished in connection herewith or therewith or (iv) the attachment, perfection or priority
of any security interest created or purported to be created under or in connection with any Financing Document. Without limiting
the generality of the foregoing, in the absence of its own gross negligence or willful misconduct, neither the Trustee nor any
of its Affiliates, directors, officers, managers, employees, advisors, counsel, agents or attorneys-in-fact shall be responsible
to any Person for any mistake, omission or error of judgment with respect to the value or valuation, genuineness, enforceability,
existence, perfection or priority of any of the collateral to secure Parity Obligations, the determination of the fair market
value of any collateral to secure Parity Obligations, or any other matters determined hereunder or under the other Financing Documents.


 


ARTICLE
12



SUBORDINATION OF NOTE GUARANTEES


 


Section
12.01        Agreement to
Subordinate.


 


Each Guarantor
agrees, and each Holder by accepting a Note agrees, that the Obligations of such Guarantor under its Note Guarantee are subordinated
in right of payment, to the extent and in the manner provided in the Security Documents.


 




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ARTICLE
13



SATISFACTION AND DISCHARGE


 


Section
13.01        Satisfaction
and Discharge.


 


(a)               
This Indenture will be discharged, and will cease to be of further effect as to all Notes, when:


 


(1)            
(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and
Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Registrar
for cancellation; or


 


(B)        all
Notes that have not been delivered to the Registrar for cancellation (i) have become due and payable, (ii) will become due and
payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of a redemption and, in each case, the Company has irrevocably deposited or caused to
be deposited with the Paying Agent as funds in trust solely for the benefit of the holders of the Notes, U.S. dollars or U.S.
Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge
the entire Debt on the Notes not delivered to the Registrar for cancellation for principal, premium and Additional Amounts, if
any, and accrued interest to the date of maturity or redemption;


 


(2)            
no Event of Default has occurred and will continue after the date of the deposit or will occur as a result of the deposit
and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which
the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound;


 


(3)            
the Company or any Restricted Subsidiary has paid or caused to be paid all other sums payable by it under this Indenture;
and


 


(4)            
the Company has delivered irrevocable instructions to the Paying Agent under this Indenture to apply the deposited money
toward the payment of the Notes at maturity or the redemption date, as the case may be.


 


(b)               
The Company shall deliver to the Trustee and Paying Agent an Officer’s Certificate and an Opinion of Counsel (which
Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction
and discharge have been satisfied.


 


Section
13.02        Application
of Trust Money.


 


(a)               
Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 13.01 shall be held
in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee,
but such money need not be segregated from other funds except to the extent required by law.


 




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(b)               
If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture, the
Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01; provided
that if the Company has made any payment of principal, premium, if any, or interest on 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
money or Government Securities held by the Trustee or Paying Agent, as the case may be.


 


ARTICLE
14



MISCELLANEOUS


 


Section
14.01        Limited Condition
Transaction; Measuring Compliance.


 


(a)               
With respect to any (i) Investment or acquisition, in each case, the consummation by the Company or any Subsidiary of which
is not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether
by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable
and (ii) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred
Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment
(any transaction described in clauses (i) or (ii), a “Limited Condition Transaction”), in each case for purposes
of determining:


 


(1)            
whether any Indebtedness (including Acquired Debt), Disqualified Stock or Preferred Stock that is being incurred or issued
in connection with such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.09;


 


(2)            
whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Indebtedness,
Disqualified Stock or Preferred Stock is permitted to be incurred in accordance with Section 4.10 and the definition of “Permitted
Liens”;


 


(3)            
whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Transaction
complies with the covenants or agreements contained in this Indenture or the Notes; and


 


(4)            
any calculation of the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Net Income, and/or EBITDAX
and/or Adjusted Consolidated Net Tangible Assets and, whether a Default or Event of Default exists in connection with the foregoing,


 


at the option
of the Company, the date that the definitive agreement (or other relevant definitive documentation) for such Limited Condition
Transaction is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination,
as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of “Fixed Charge Coverage Ratio” or “Consolidated Total Debt Ratio,”
or “EBITDAX” and if the Company or the Restricted Subsidiaries could have taken such action on the relevant Transaction
Agreement Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied
with. For the avoidance of doubt, if the


 




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Company elects
to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (i) such election
may not be revoked, (ii) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated
Net Income, EBITDAX or Adjusted Consolidated Net Tangible Assets of the Company, the target business, or assets to be acquired
subsequent to the Transaction Agreement Date and prior to the consummation of such Limited Condition Transaction, will not be
taken into account for purposes of determining whether any Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being
incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred or issued or in connection
with compliance by the Company or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or
any other action or transaction undertaken in connection with such Limited Condition Transaction and (iii) until such Limited
Condition Transaction is consummated or the definitive agreements related thereto are terminated, such Limited Condition Transaction
and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will
be given pro forma effect when determining compliance of other transactions (including the incurrence or issuance of Indebtedness,
Disqualified Stock, Preferred Stock and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing
of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited
Condition Transaction and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred
Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and outstanding thereafter
for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation
of such Limited Condition Transaction; provided that for purposes of any such calculation of the Fixed Charge Coverage Ratio,
Consolidated Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection
with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation
with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in
good faith.


 


(b)               
Notwithstanding anything herein to the contrary, if the Company or any of its Restricted Subsidiaries (i) incurs Indebtedness,
issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments,
designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock
or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based basket and (ii) incurs Indebtedness,
issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates
any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock
in connection with any Limited Condition Transaction under a non-ratio-based basket (which shall occur within five Business Days
of the events in clause (i) above), then the applicable ratio will be calculated with respect to any such action under the applicable
ratio-based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition
Transaction.


 


(c)               
Compliance with any requirement relating to absence of Default or Event of Default may be determined as of the Transaction
Agreement Date and not as of any later date as would otherwise be required under this Indenture.


 


(d)              
In the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued,
any Lien is incurred or other transaction is undertaken on the same date that any other item of Indebtedness, Disqualified Stock
or Preferred Stock (or any portion thereof) is incurred or issued, any other Lien is incurred or other transaction is undertaken,
then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence, issuance or other transaction without
regard to any other incurrence, issuance or transaction. Each item of


 




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Indebtedness,
Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will
be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage
Ratio test.


 


Section
14.02        Notices.


 


(a)               
Any notice or communication to the Company, any Guarantor or the Trustee is duly given if in writing and (1) delivered
in person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight
air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission (provided that, with
respect to the Trustee, such electronic transmission shall be in the form of a pdf file of a document executed by the required
Person), to its address:


 


if to the Company or
any Guarantor:


 


c/o Kosmos Energy, LLC

8176 Park Lane, Suite 500

Dallas, TX 75231

Fax No.: (214) 445-9705

Email: jdoughty@kosmosenergy.com

Attention: General Counsel


 


with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Fax No: (212) 701-5658

Email: byron.rooney@davispolk.com

Attention: Byron B. Rooney, Esq.


 


if to the Trustee, Paying
Agent, Transfer Agent or Registrar:


 


(a) for the purposes
of presentment of the Notes for final payment thereon,


 


Wilmington Trust, National
Association

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, DE 19801

Attn: Workflow Management


 


and (b) for all other
purposes,


 


Wilmington Trust, National
Association

Global Capital Markets

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Fax No.: (612) 217-5651

Attention: Kosmos Energy Ltd. Administrator


 


and


 




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if to the Luxembourg
Listing Agent, Luxembourg Paying Agent or Luxembourg Transfer Agent:


 


Banque Internationale
à Luxembourg S.A.

69 route d’Esch

L-2953 Luxembourg


 


Attention: Agency Services

Fax No.: +352 4590 3427

Email: paying.agency@bil.com


 


The Company, any Guarantor, the
Trustee, Paying Agent, Transfer Agent, Registrar, Luxembourg Listing Agent, Luxembourg Paying Agent or Luxembourg Transfer Agent,
by like notice, may designate additional or different addresses for subsequent notices or communications.


 


(b)               
Notices will be deemed to have been given on the date of mailing or of publication as aforesaid or, if published on different
dates, on the date of the first such publication; provided that any notice or communication delivered to the Trustee shall
be deemed effective upon actual receipt thereof.


 


(c)               
Any notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested)
or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery
system as the Trustee agrees to accept. 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.


 


(d)               
From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and so
long as it is required by the rules of such exchange, all notices to holders of the Notes will be published by the Luxembourg
listing agent in English:


 


(1)            
in a leading newspaper having a general circulation in Luxembourg (which currently is expected to be Luxembourg Wort)
or on the website of the Luxembourg Stock Exchange (www.bourse.lu);


 


(2)            
if such Luxembourg publication is not practicable, in one other leading English language newspaper being published on each
day in morning editions, whether or not it will be published in Saturday, Sunday or holiday editions;


 


(3)            
on the website of the Luxembourg Stock Exchange at www.bourse.lu/notices; or


 


(4)            
in any other manner required or permitted by the rules of the Luxembourg Stock Exchange.


 


(e)               
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.


 




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(f)                
Notwithstanding any other provision herein, where this Indenture provides for notice of any event to any Holder of an interest
in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note
(or its designee), according to the applicable procedures of such Depositary, if any, prescribed for the giving of such notice.


 


(g)               
The Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured
facsimile or electronic transmission; provided, however, that (1) the party providing such written notice, instructions
or directions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or
directions to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed
by an authorized representative of the party providing such notice, instructions or directions. The Trustee shall not be liable
for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance
with such notice, instructions or directions notwithstanding such notice, instructions or directions conflict or are inconsistent
with a subsequent notice, instructions or directions.


 


(h)               
If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether
or not the addressee receives it.


 


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


 


Section
14.03        Certificate
and Opinion as to Conditions Precedent.


 


Upon any request
or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor,
as the case may be, shall furnish to the Trustee:


 


(1)            
an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 14.04) stating that, in the opinion of the signer, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been complied with; and


 


(2)            
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 14.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
complied with; provided that (A) subject to Section 5.01(c), no Opinion of Counsel shall be required in connection
with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental
indenture to this Indenture, the form of which is attached as Exhibit C and (B) no Opinion of Counsel pursuant to this Section
shall be required in connection with the issuance of Notes on the Issue Date.


 


Section
14.04        Statements
Required in Certificate or Opinion.


 


Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to ‎Section 4.07) shall include:


 


(1)            
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)            
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 




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(3)            
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and,
in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and


 


(4)            
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


Section
14.05        Currency Indemnity


 


(a)               
U.S. dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or
in connection with the Notes, this Indenture and the Note Guarantees, including damages. Any amount received or recovered in a
currency other than U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction,
in the winding-up or dissolution of the Company or any of the Guarantors or otherwise) by any holder of a Note in respect of any
sum expressed to be due to it from the Company or the Guarantors will only constitute a discharge to the Company or the Guarantors,
as the case may be, to the extent of the U.S. dollar amount which the recipient is able to purchase with the amount so received
or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase
on that date, on the first date on which it is practicable to do so). If that U.S. dollar amount is less than the U.S. dollar
amount expressed to be due to the recipient under any Note, the Company will indemnify such holder against any loss sustained
by it as a result; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such holder, such
holder will promptly remit such excess to the Paying Agent who will in turn remit such amount to the Company. In any event, the
Company will indemnify the recipient against the cost of making any such purchase.


 


(b)               
For the purposes of the preceding subsection, it will be sufficient for the holder of a Note to certify in a satisfactory
manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars
been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollars
on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need
for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation
from the other obligations of the Company and the Guarantors, will give rise to a separate and independent cause of action, will
apply irrespective of any indulgence granted by any holder of a Note and will continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note.


 


Section
14.06        Consent to
Jurisdiction and Service; Waiver of Immunities.


 


In relation
to any legal action or proceedings arising out of or in connection with this Indenture, the Notes and the Note Guarantees, the
Company and each Guarantor hereby irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and state courts in
the Borough of Manhattan in the City of New York, County and State of New York, United States of America. Each of the Guarantors
hereby irrevocably designates and appoints Kosmos Energy, LLC as its agent for service of process in any such action.


 


To the extent
that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of
this Indenture, the Notes, the Note Guarantees and the Security Documents. In addition, the Company and each Guarantor irrevocably
waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or


 




    -109-


    


    

proceeding,
any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this
Indenture, the Notes, the Note Guarantees or the Security Documents or the subject matter hereof or thereof may not be enforced
in such courts.


 


The Company
and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 14.07 shall affect
the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring
any action or proceeding against the Company or any Guarantor or its property in the courts of any other jurisdictions.


 


Section
14.07        Rules by Trustee
and Agents.


 


The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Registrar, Transfer Agent or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.


 


Section
14.08        No Personal
Liability of Directors, Officers, Employees, Members, Partners and Stockholders.


 


No past, present
or future director, officer, employee, incorporator, member, partner or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor (other than the Company in respect of the Notes and
each Guarantor in respect of its Note Guarantee) under the Notes, the Note Guarantees or this Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation.


 


Each Holder
by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes.


 


Section
14.09        Governing Law.


 


THIS INDENTURE
AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section
14.10        Waiver of Jury
Trial.


 


EACH OF THE
COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
14.11        Force Majeure.


 


In no event
shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware)
services or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood
that the Trustee shall use reasonable efforts which are


 




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consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section
14.12        No Adverse
Interpretation of Other Agreements.


 


This Indenture
may not be used to interpret any other indenture, loan or debt agreement of the Company or its Restricted Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section
14.13        Successors.


 


All agreements
of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided
in Section 11.06.


 


Section
14.14        Severability;
Entire Agreement.


 


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. This Indenture and the exhibits hereto and the
Notes and Security Documents set forth the entire agreement and understanding of the parties related to this transaction and supersedes
all prior agreements and understandings, oral or written.


 


Section
14.15        Counterpart
Originals.


 


The parties
may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be
deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the
Trustee is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed
to by the Trustee, pursuant to procedures approved by the Trustee. As used herein, “Electronic Signature” means an
electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or other record.


 


Section
14.16        Table of Contents,
Headings, etc.


 


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


 


Section
14.17        Facsimile and
PDF Delivery of Signature Pages.


 


The exchange
of copies of this Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of


 




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the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section
14.18        U.S.A. PATRIOT
Act.


 


The parties
hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.
The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the
Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.


 


Section
14.19        Payments Due
on Non-Business Days.


 


In any case
where any Interest Payment Date, redemption date or repurchase date or the Stated Maturity of the Notes shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal, premium, if any, or interest
on the Notes need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date, redemption date or repurchase date, or at the Stated Maturity of the Notes, provided
that no interest will accrue for the period from and after such Interest Payment Date, redemption date, repurchase date or
Stated Maturity, as the case may be.


 


Section
14.20        Accounting
Provisions.


 


Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with U.S. GAAP, as
in effect from time to time; provided that in the event that any Accounting Change occurs and such change would result
in a change in the method of calculation of covenants, standards or terms as determined in good faith by the Company, then at
the Company’s election, upon written notice of the Company to the Trustee, such covenants, standards or terms shall be calculated
prior to giving effect to such Accounting Change as if such Accounting Change had not occurred.


 


[Signatures
on following page]


 




    -112-


    


    

	By Kosmos Energy
    Ltd.	 
	 	 
	By:	/s/ Neal Shah 	 
	 	Name: Neal Shah	 
	 	Title:   Senior Vice President
    and

                Chief Financial Officer	 
	 	 	 
	Kosmos Energy Operating	 
	 	 
	By:	/s/ Neal Shah  	 
	 	Name: Neal Shah	 
	 	Title:   Vice President	 
	 	 	 
	Kosmos Energy International	 
	 	 
	By:	/s/ Neal Shah  	 
	 	Name: Neal Shah	 
	 	Title:   Vice President	 
	 	 	 
	Kosmos Energy Development	 
	 	 
	By:	/s/ Neal Shah  	 
	 	Name: Neal Shah	 
	 	Title:   Vice President	 
	 	 	 
	Kosmos Energy Ghana HC	 
	 	 
	By:	/s/ Neal Shah  	 
	 	Name: Neal Shah	 
	 	Title:   Vice President	 
	 	 	 
	Kosmos Energy Equatorial
    Guinea	 
	 	 
	By:	/s/ Neal Shah  	 
	 	Name: Neal Shah	 
	 	Title:   Vice President	 






	 	 




    [Signature page to Indenture for 7.500% Senior Notes due 2028]


    


    

	Kosmos Energy Finance International	 
	 	 
	By:	/s/ Neal Shah  	 
	 	Name: Neal Shah	 
	 	Title:   Vice President	 
	 	 	 
	Kosmos Energy GOM Holdings,
    LLC
	 
	By:	/s/ Jason E. Doughty	 
	 	Name: Jason E. Doughty	
	 	Title:   Manager	
	 	 	 
	Kosmos Energy Gulf of Mexico,
    LLC	 
	 	 
	By:	/s/ Jason E. Doughty	 
	 	Name: Jason E. Doughty	
	 	Title:   Manager	
	 	 	 
	Kosmos Energy Gulf of Mexico
    MANAGEMENT, LLC	 
	 	 
	By:	/s/ Richard R. Clark 	 
	 	Name: Richard R. Clark 	 
	 	Title:   President	 
	 	 	 
	Kosmos Energy Gulf of Mexico
    Operations, LLC	 
	 	 
	By:	/s/ Richard R. Clark 	 
	 	Name: Richard R. Clark 	 
	 	Title:   President	 






	 	 




    [Signature page to Indenture for 7.500% Senior Notes due 2028]


    


    

	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, AS TRUSTEE	 
	 	 
	By:	 /s/ Hallie E. Field	 
	 	Name: Hallie E. Field	 
	 	Title:   Vice President	 






	 






 



    [Signature page to Indenture for 7.500% Senior Notes due 2028]


    


    

	BANQUE
    INTERNATIONALE À LUXEMBOURG S.A., AS LUXEMBOURG LISTING AGENT, LUXEMBOURG PAYING AGENT AND LUXEMBOURG TRANSFER AGENT	 
	 	 
	By:	/s/ Anna Olejarz 	 
	 	Name: Anna Olejarz	 
	 	Title:   New Issues & Listing Team Leader	 
	 	 	 
	By:	/s/ Anisa Hussain Bhay	 
	 	Name: Anisa Hussain Bhay	 
	 	Title:   Operations Analyst	 
	 	 	 






	 



 


 



    [Signature page to Indenture for 7.500% Senior Notes due 2028]


    


    

 


APPENDIX
A 


PROVISIONS
RELATING TO INITIAL NOTES AND

ADDITIONAL NOTES


 


Section 1.1
            Definitions.


 


(a)  Capitalized
Terms.


 


Capitalized
terms used but not defined in this Appendix A have the meanings given to them in this Indenture. The following capitalized terms
have the following meanings:


 


“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein,
the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable
to such transaction and as in effect from time to time.


 


“Clearstream”
means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.


 


“Distribution
Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on and including the
later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S)
in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the date
of issuance with respect to such Note or any predecessor of such Note.


 


“Euroclear”
means Euroclear Bank SA/NV, as operator of Euroclear systems Clearance System or any successor securities clearing agency.


 


“IAI”
means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and is not a QIB.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


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


 


“Rule
144” means Rule 144 promulgated under the Securities Act.


 


“Rule
144A” means Rule 144A promulgated under the Securities Act.


 


“Unrestricted
Global Note” means any Note in global form that does not bear or is not required to bear the Restricted Notes Legend.


 


“U.S.
person” means a “U.S. person” as defined in Regulation S.


 


(b) Other
Definitions.


 


	Term:	Defined
    in Section:
	 	 
	“Agent Members”	2.1(c)
	“Definitive Notes Legend”	2.2(e)
	“ERISA Legend” 	2.2(e)
	“Global Note” 	2.1(b)




    


    


    

	Term:	Defined
    in Section:
	“Global Notes Legend”	2.2(e)
	“IAI Global Note”	2.1(b)
	“Regulation S Global Note”	2.1(b)
	“Regulation S Notes”	2.1(a)
	“Restricted Notes Legend”	2.2(e)
	“Rule 144A Global Note”	2.1(b)
	“Rule 144A Notes” 	2.1(a)
	 	 


Section 2.1           Form
and Dating


 


(a)  The
Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and (ii)
resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons other
than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes may also be considered
to be Rule 144A Notes or Regulation S Notes, as applicable.


 


(b)  Global
Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered
form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall
be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global
Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which
shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name
of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global
Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”)
shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate
transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note,
the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global
Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent
such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note”
attached thereto and each shall provide that it shall represent the aggregate principal amount of 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 applicable, 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 shall be made by the Trustee or the Custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this
Indenture and Section 2.2(c) of this Appendix A.


 


(c) Book-Entry
Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.


 


The Company
shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02 of this Indenture and pursuant
to an order of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global Notes that
(i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary
and


 




    2


    


    

(ii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.


 


Members of,
or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect
to any Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing
the exercise of the rights of a holder of a beneficial interest in any Global Note.


 


(d) Definitive
Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in Global
Notes shall not be entitled to receive physical delivery of Definitive Notes.


 


Section 2.2           Transfer
and Exchange.


 


(a)  Transfer
and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with a request:


 


(i) 
to register the transfer of such Definitive Notes; or


 


(ii)  to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:


 


(1)  shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(2)  in
the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted
Notes Legend, and are accompanied by a certification from the transferor in the form provided on the reverse side of the Form
of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications
and other information as may be requested pursuant thereto.


 


(b)  Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee
of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the
Company and the Registrar, together with:


 


(i) a
certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A for exchange
or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may
be requested pursuant thereto; and


 




    3


    


    

(ii) written
instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such
instructions to contain information regarding the Depositary account to be credited with such increase,


 


the Trustee shall cancel such
Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased
by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive
Note so canceled. If the applicable Global Note is not then outstanding, the Company shall issue and the Trustee shall authenticate,
upon an Authentication Order, a new applicable Global Note in the appropriate principal amount.


 


(c)  Transfer
and Exchange of Global Notes.


 


(i)  The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance
with this Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and
the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar
a written order given in accordance with the Depositary’s procedures containing information regarding the participant account
of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note and such account shall
be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person
making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred.


 


(ii)  If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which
such interest is being transferred.


 


(iii)  Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global
Note may not be transferred except as a whole and not in part if the transfer is 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.


 


(d) Restrictions
on Transfer of Global Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted
Global Notes.


 


(i) Transfers
by an owner of a beneficial interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such
interest through another Transfer Restricted Global Note shall be made in accordance with the Applicable Procedures and the Restricted
Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on the reverse side
of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal
opinions, certifications and other information as may be requested pursuant thereto. In the case of a transfer of a beneficial
interest in either a Regulation S Global Note or a Rule 144A Global Note for an interest in an IAI Global Note, the
transferee must furnish a signed letter substantially in the form of Exhibit B to the Trustee.


 




    4


    


    

(ii) During
the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or
transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such
Regulation S Global Note and any applicable securities laws of any state of the U.S. Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery
of such interest through a Rule 144A Global Note or an IAI Global Note shall be made only in accordance with the Applicable
Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the
beneficial interest in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration
of transfers. Such written certification shall no longer be required after the expiration of the Distribution Compliance Period.
Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall
be transferable in accordance with applicable law and the other terms of this Indenture.


 


(iii) Upon
the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged
for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form
of Note in Exhibit A for an exchange from a Regulation S Global Note to an Unrestricted Global Note.


 


(iv) Beneficial
interests in a Transfer Restricted Note that is a Rule 144A Global Note or an IAI Global Note may be exchanged for beneficial
interests in an Unrestricted Global Note if the Holder certifies in writing to the Registrar that its request for such exchange
is in respect of a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of
the Form of Note in Exhibit A) and/or upon delivery of such legal opinions, certifications and other information as the
Company or the Trustee may reasonably request.


 


(v) If no Unrestricted
Global Note is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue
and the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate principal
amount.


 


(e)  Legends.


 


(i)  Except
as permitted by Section 2.2(d) and this Section 2.2(e) of this Appendix A, each Note certificate evidencing the Global
Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially
the following form (each defined term in the legend being defined as such for purposes of the legend only) (“Restricted
Notes Legend”):


 


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 AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY


 




    5


    


    

ADDITIONAL NOTES AND THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),]
[IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE
OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED
TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (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 (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A 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) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER 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.]


 


Each Definitive Note shall bear
the following additional legend (“Definitive Notes Legend”):


 


IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


Each Global Note shall bear the
following additional legend (“Global Notes Legend”):


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK


 




    6


    


    

CORPORATION (“DTC”),
NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


Each Note shall bear the following
additional legend (“ERISA Legend”):


 


BY ITS ACQUISITION
OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS
USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN
THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A
PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS
THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS
ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING
OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


(ii) 
Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof
to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive
Notes Legend and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to
the Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 (such certification
to be in the form set forth on the reverse side of the Form of Note in Exhibit A) and provides such legal opinions,
certifications and other information as the Company or the Trustee may reasonably request.


 


(iii)  Any
Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.


 


(f) Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall
be returned by the


 




    7


    


    

Depositary
to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall
be made on the books and records of the Registrar (if it is then the Custodian for such Global Note) with respect to such Global
Note, by the Registrar or the Custodian, to reflect such reduction.


 


(g)  Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)  To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes
and Global Notes at the Registrar’s request.


 


(ii) No service
charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07), but
the Holders shall be required to pay 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 2.10, 3.06, 3.09,
4.15, 4.16 and 9.05 of this Indenture).


 


(iii) Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar
may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note
is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(iv)  All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(v)  In
order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not
bear the Restricted Notes Legend and has not been registered under the Securities Act, 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 no
registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the
beneficial holder thereof, shall be required to be delivered to the Registrar and the Trustee.


 


(h) No Obligation
of the Trustee.


 


(i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in
the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase)
or the payment of any amount, 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 under the Notes shall be given or made only to the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.


 




    8


    


    

None of the
Company, the Trustee or Paying Agent or any agent of them shall have any responsibility or liability for any actions taken or
not taken by the Depositary.


 


(ii)  The
Trustee shall have no 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 Depositary participants, members or beneficial owners 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.


 


Section
2.3Definitive Notes.


 


(a)  A
Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 may be transferred to
the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of
such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A and
(i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or
if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case,
a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of
such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from
the Depository or (iii) the Company, in its sole discretion and subject to the procedures of the Depository, notifies the Trustee
in writing that it elects to cause the issuance of Definitive Notes under this Indenture. Any Affiliate of the Company or any
Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred
to such Affiliate in the form of a Definitive Note by providing a written request to the Company and the Trustee and such Opinions
of Counsel, certificates or other information as may be required by this Indenture or the Company or Trustee.


 


(b)  Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated
and delivered only in denominations of $200,000 and integral multiples of $1,000 in excess thereof and registered in such names
as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer
Restricted Note shall, except as otherwise provided by Section 2.2(e) of this Appendix A, bear the Restricted Notes Legend.


 


(c)  The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.


 


(d)  In
the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.


 




    9


    


    

EXHIBIT
A 


 


[FORM OF
FACE OF NOTE]


 


[Insert
the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert
the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert
the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert
the ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]


 




    A-1


    


    

CUSIP [144A:
500688 AD8 / Reg S: U5007T AB1]





ISIN [144A:
US500688AD86 / Reg S: USU5007TAB18]


 


[RULE 144A][REGULATION
S][IAI][GLOBAL] NOTE



 


7.500% Senior
Notes due 2028


 


	No. [RA-__]
    [RS-__] [RIAI-__]	[Up
    to]1 [$______________]


 


 


Kosmos Energy
Ltd. promises to pay to [CEDE & CO.]2 [_______________]
or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]3
[of $_______ (_______ Dollars)]4 on March
1, 2028.


 


Interest Payment Dates: March
1 and September 1


 


Record Dates: February 15 and
August 15


 


____________________



 


		1	Include
                                         in Global Notes.



 


		2	Include
                                         in Global Notes



 


		3	Include
                                         in Global Notes



 


		4	Include
                                         in Definitive Notes



 



 




    A-2


    


    

IN WITNESS
HEREOF, the Company has caused this instrument to be duly executed.


 


Dated:


 


	Kosmos Energy Ltd.	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


	 	 




    A-3


    


    

CERTIFICATE
OF AUTHENTICATION


 


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


 


	Wilmington Trust, National
    Association, as Trustee	 
	 	 
	 	 
	By:	 	 
	 	Authorized Signatory	 
	 	 	 


	 	 



Dated:


 




    A-4


    


    

[Reverse
Side of Note]



7.500% Senior Notes due 2028


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.       INTEREST.
Kosmos Energy Ltd., a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 7.500% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears on March
1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from and including [●]; provided that the first Interest Payment Date shall be [●].
The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
and premium, if any, from time to time on demand at the interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the interest rate on the Notes to the extent lawful. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Whenever in this Note there is mentioned,
in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other
amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.


 


2.       METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered holders of Notes at the close of business
on the February 15 and August 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest
Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall
be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest
and premium, if any, may be made by check mailed to the Holders at their respective addresses set forth in the Note Register;
provided that payment by wire transfer of immediately available funds shall be required with respect to principal, premium,
if any, and interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent at least five Business Days prior to the applicable payment date. Such payment shall be in
such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.


 


3.       PAYING
AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Restricted
Subsidiaries may act in any such capacity.


 


4.       INDENTURE.
The Company issued the Notes under an Indenture, dated as of March 4, 2021 (as amended or supplemented from time to time, the
“Indenture”), among Kosmos Energy Ltd., the Guarantors named therein and the Trustee, Paying Agent, Transfer
Agent, Registrar, Luxembourg Listing Agent, Luxembourg Paying Agent and Luxembourg Transfer Agent. This Note is one of a duly
authorized issue of Notes of the Company designated as its 7.500% Senior Notes due 2028. The Company shall be entitled to issue
Additional Notes pursuant to Section 2.01 and Section 4.09 of the Indenture. The Notes and any Additional Notes issued under
the Indenture shall be treated as a single


 




    A-5


    


    

class
of securities under the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all
such terms, and Holders are referred to the Indenture for a statement of such terms. Any term used in this Note that is defined
in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


5.       REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described
in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the
Notes.


 


6.       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $200,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and
the Company may require a Holder to pay any taxes, governmental charges and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered for
repurchase in connection with a Change of Control Offer or Asset Sale Offer, except for the unredeemed portion of any Note being
redeemed or repurchased in part.


 


7.       SUBORDINATION.
The Obligations of each Guarantor under its Note Guarantee are subordinated in right of payment, to the extent and in the manner
provided in the Security Documents. The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions
contained in the Indenture and the Security Documents and authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.


 


8.       PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


9.       AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the Indenture.


 


10.       DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon the occurrence of
an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the Holders shall be as set forth
in the applicable provisions of the Indenture.


 


11.       AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual signature of the Trustee.


 


12.       GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


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


 




    A-6


    


    

The Company
shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company
at the following address:


 


c/o Kosmos
Energy, LLC

8176 Park Lane, Suite 500

Dallas, TX 75231

Fax No.: (214) 445-9705

Email: kosmosgeneralcounsel@kosmosenergy.com

Attention: General Counsel


 







    A-7


    


    



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).


 




    A-8


    


    

CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________
principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box
below):


 


		☐	has requested the Trustee by written
                                         order to deliver in exchange for its beneficial interest in a Global Note held by the
                                         Depositary a Note or Notes in definitive, registered form of authorized denominations
                                         and an aggregate principal amount equal to its beneficial interest in such Global Note
                                         (or the portion thereof indicated above) in accordance with the Indenture; or



 


		☐	has requested the Trustee by written
                                         order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer
of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance
with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ☐	to
                                         the Company or subsidiary thereof; or



 


		(2)	 ☐	to
                                         the Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ☐	pursuant
                                         to an effective registration statement under the Securities Act of 1933, as amended (the
                                         “Securities Act”); or



 


		(4)	 ☐	to
                                         a Person that the undersigned reasonably believes is a “qualified institutional
                                         buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”))
                                         that purchases for its own account or for the account of a qualified institutional buyer
                                         and to whom notice is given that such transfer is being made in reliance on Rule 144A,
                                         in each case pursuant to and in compliance with Rule 144A; or



 


		(5)	☐ 	pursuant
                                         to offers and sales to non-U.S. persons that occur outside the United States within the
                                         meaning of Regulation S under the Securities Act (and if the transfer is being made prior
                                         to the expiration of the Distribution Compliance Period, the Notes shall be held immediately
                                         thereafter through Euroclear or Clearstream); or



 


		(6)	☐ 	to
                                         an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
                                         (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter
                                         containing certain representations and agreements; or



 


		(7)	 ☐	pursuant
                                         to Rule 144 under the Securities Act; or



 


		(8)	 ☐	pursuant
                                         to another available exemption from registration under the Securities Act.



 


Unless one of the boxes
is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other
than the registered Holder thereof; provided, however, that if box (5), (6), (7) or (8) is checked, the Company
or the Trustee may require, prior


 




    A-9


    


    

to registering any
such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 		 
	 	Your Signature	 
	 	 	 
	Date:_____________________		 
	 	Signature of Signature

    Guarantor	 
	 	 	 


TO BE COMPLETED
BY PURCHASER IF (4) ABOVE IS CHECKED.


 


The undersigned
represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of
Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in
order to claim the exemption from registration provided by Rule 144A.


 


	Dated:
    _______________________		 
	 	NOTICE:To
        be executed by

                         an executive officer

         

        Name:

        Title:
	 


Signature Guarantee*: __________________________________


 


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



 




    A-10


    


    

TO BE COMPLETED
IF THE HOLDER REQUIRES AN EXCHANGE FROM A

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE5


 


The undersigned represents and
warrants that either:


 


		☐	the undersigned is not a dealer (as
                                         defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S
                                         under the Securities Act); or



 


		☐	the undersigned is not a dealer (as
                                         defined in the Securities Act) and is a U.S. person (within the meaning of Regulation S
                                         under the Securities Act) who purchased interests in the Notes pursuant to an exemption
                                         from, or in a transaction not subject to, the registration requirements under the Securities
                                         Act; or 



 


		☐	the undersigned is a dealer (as defined
                                         in the Securities Act) and the interest of the undersigned in this Note does not constitute
                                         the whole or a part of an unsold allotment to or subscription by such dealer for the
                                         Notes.



 


 


	Dated:
    __________________		 
	 	Your Signature	 



 


____________________


		5	Include
                                         only for Regulation S Global Notes.



 



    A-11


    


    

OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want
to elect to have this Note purchased by the Company pursuant to ‎Section 4.15 or ‎Section 4.16 of the Indenture, check
the appropriate box below:


 


	☐
    ‎Section 4.15	☐
    ‎Section 4.16


 


If you want
to elect to have only part of this Note purchased by the Company pursuant to ‎Section 4.15 or ‎Section 4.16 of the Indenture,
state the amount you elect to have purchased:


 


		$_______________	(integral multiples
                                         of $1,000,

                                         provided that the unpurchased

                                         portion must be in a minimum

                                         principal amount of $200,000)



 


Date: _____________________


 





	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 	 	 
	 	Tax Identification No.:	 
	 	 	 









Signature Guarantee*: __________________________________


 


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


 




    A-12


    


    

SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The initial
outstanding principal amount of this Global Note is $__________. 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 of this Global Note 
	Amount
of increase

in Principal

Amount of this

Global Note 
	Principal
Amount of

this Global Note

following such

decrease or increase 
	Signature
of authorized signatory of Trustee, Depositary or Custodian 

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


__________________

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


 




    A-13


    


    

EHXIBIT
B 


 


FORM OF

TRANSFEREE LETTER OF REPRESENTATION


 


Kosmos Energy Ltd.





[Address]

Fax No.: (___) ___-____

Email: __________@___.com

Attention: [_____________]


 


Ladies and Gentlemen:


 


This certificate
is delivered to request a transfer of $[_______] principal amount of the 7.500% Senior Notes due 2028 (the “Notes”)
of Kosmos Energy Ltd. (the “Company”).


 


Upon transfer,
the Notes would be registered in the name of the new beneficial owner as follows:


 


Name:________________________


 


Address:______________________


 


Taxpayer ID Number:_____________


 


The undersigned
represents and warrants to you that:


 


1. We are
an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional
“accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes, 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.
We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business.
We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.


 


2. We understand
that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted
in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes
to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue
and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only in accordance with the Restricted Notes Legend (as such term
is defined in the indenture under which the Notes were issued) on the Notes and any applicable securities laws of any state of
the United States. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company
and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment
purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes with
respect


 




    B-1


    


    

to applicable
transfers described in the Restricted Notes Legend to require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.


 


		TRANSFEREE:	 
	 	 	 
	 	by: 	 









    B-2


    


    

EXHIBIT
C


 


FORM OF SUPPLEMENTAL
INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of [__________] [__], 20[__], among __________________
(the “Guaranteeing Subsidiary”), a subsidiary of Kosmos Energy Ltd., a Delaware corporation (the “Company”),
and Wilmington Trust, National Association, as trustee (the “Trustee”).


 


W I T N E
S S E T H


 


WHEREAS, each
of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of March 4, 2021, providing for the issuance of an unlimited
aggregate principal amount of 7.500% Senior Notes due 2028 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s Obligations
under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and


 


WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee, the Company [and the Guaranteeing Subsidiary] 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 parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.       Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.       Guarantor.
The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture
applicable to Guarantors, including Article 10 thereof.


 


3.       Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.       Waiver
of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


5.       Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


6.       Headings.
The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 




    C-1


    


    

7.        The
Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of
the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere
herein so provided. The Trustee makes no representations as to the validity, execution, or sufficiency of this Supplemental Indenture
other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness
of the recitals contained herein, which shall be taken as a statement of the Company or the Guaranteeing Subsidiary, as applicable.


 




    C-2


    


    

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


 


	[NAME OF GUARANTEEING
    SUBSIDIARY]	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Wilmington Trust, National
    Association, as Trustee	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






































 





	 



 





    C-3