EX-4.1



 Exhibit 4.1 

Execution Version 
  

 
  

 
 MATADOR RESOURCES COMPANY 

6.875% Senior Notes due 2023 

INDENTURE 
 Dated as of
April 14, 2015 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
  

 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
	 Section 1.1
	  	 Definitions
	  	 	1	  
	 Section 1.2
	  	 Other Definitions
	  	 	31	  
	 Section 1.3
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	32	  
	 Section 1.4
	  	 Rules of Construction
	  	 	32	  
		
	 ARTICLE II THE SECURITIES
	  	 	33	  
	 Section 2.1
	  	 Form and Dating
	  	 	33	  
	 Section 2.2
	  	 Execution and Authentication
	  	 	34	  
	 Section 2.3
	  	 Registrar and Paying Agent
	  	 	34	  
	 Section 2.4
	  	 Paying Agent to Hold Money in Trust
	  	 	35	  
	 Section 2.5
	  	 Holder Lists
	  	 	35	  
	 Section 2.6
	  	 Transfer and Exchange
	  	 	36	  
	 Section 2.7
	  	 Replacement Securities
	  	 	48	  
	 Section 2.8
	  	 Outstanding Securities
	  	 	49	  
	 Section 2.9
	  	 Temporary Securities
	  	 	49	  
	 Section 2.10
	  	 Cancellation
	  	 	49	  
	 Section 2.11
	  	 Defaulted Interest
	  	 	50	  
	 Section 2.12
	  	 CUSIP Numbers
	  	 	50	  
		
	 ARTICLE III REDEMPTION
	  	 	50	  
	 Section 3.1
	  	 Notices to Trustee
	  	 	50	  
	 Section 3.2
	  	 Selection of Securities to Be Redeemed
	  	 	51	  
	 Section 3.3
	  	 Notice of Redemption
	  	 	51	  
	 Section 3.4
	  	 Effect of Notice of Redemption
	  	 	52	  
	 Section 3.5
	  	 Deposit of Redemption Price
	  	 	52	  
	 Section 3.6
	  	 Securities Redeemed in Part
	  	 	52	  
	 Section 3.7
	  	 Optional Redemption
	  	 	53	  
		
	 ARTICLE IV COVENANTS
	  	 	53	  
	 Section 4.1
	  	 Payment of Securities
	  	 	53	  
	 Section 4.2
	  	 SEC Reports
	  	 	54	  
	 Section 4.3
	  	 Incurrence of Indebtedness
	  	 	55	  
	 Section 4.4
	  	 Restricted Payments
	  	 	59	  
	 Section 4.5
	  	 Liens
	  	 	63	  
	 Section 4.6
	  	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	63	  
	 Section 4.7
	  	 Asset Sales
	  	 	65	  
	 Section 4.8
	  	 Transactions with Affiliates
	  	 	68	  
	 Section 4.9
	  	 Additional Subsidiary Guarantees
	  	 	70	  
	 Section 4.10
	  	 Business Activities
	  	 	71	  
	 Section 4.11
	  	 Change of Control
	  	 	71	  
	 Section 4.12
	  	 Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities
	  	 	73	  
	 Section 4.13
	  	 Appointment to Fill a Vacancy in the Office of Trustee
	  	 	73	  
	 Section 4.14
	  	 Provision as to Paying Agent
	  	 	73	  
	 Section 4.15
	  	 Maintenance of Corporate Existence
	  	 	74	  
	 Section 4.16
	  	 Compliance Certificate
	  	 	74	  


  
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	 Section 4.17
		 Taxes
		 	74	  
	 Section 4.18
		 Stay, Extension and Usury Laws
		 	75	  
	 Section 4.19
		 Covenant Termination
		 	75	  
		
	 ARTICLE V SUCCESSOR COMPANY
		 	75	  
	 Section 5.1
		 Merger, Consolidation or Sale of Assets
		 	75	  
	 Section 5.2
		 Successor Substituted
		 	76	  
		
	 ARTICLE VI DEFAULTS AND REMEDIES
		 	77	  
	 Section 6.1
		 Events of Default
		 	77	  
	 Section 6.2
		 Acceleration of Maturity; Rescission and Annulment
		 	79	  
	 Section 6.3
		 Other Remedies
		 	79	  
	 Section 6.4
		 Waiver of Past Defaults
		 	79	  
	 Section 6.5
		 Control by Majority
		 	79	  
	 Section 6.6
		 Limitation on Suits
		 	80	  
	 Section 6.7
		 Rights of Holders to Receive Payment
		 	80	  
	 Section 6.8
		 Collection Suit by Trustee
		 	80	  
	 Section 6.9
		 Trustee May File Proofs of Claim
		 	81	  
	 Section 6.10
		 Priorities
		 	81	  
	 Section 6.11
		 Undertaking for Costs
		 	81	  
		
	 ARTICLE VII TRUSTEE
		 	81	  
	 Section 7.1
		 Duties of Trustee
		 	81	  
	 Section 7.2
		 Rights of Trustee.
		 	82	  
	 Section 7.3
		 Individual Rights of Trustee
		 	84	  
	 Section 7.4
		 Trustee’s Disclaimer
		 	84	  
	 Section 7.5
		 Notice of Defaults
		 	84	  
	 Section 7.6
		 Reports by Trustee to Holders
		 	84	  
	 Section 7.7
		 Compensation and Indemnity
		 	84	  
	 Section 7.8
		 Replacement of Trustee
		 	85	  
	 Section 7.9
		 Successor Trustee by Merger
		 	86	  
	 Section 7.10
		 Eligibility; Disqualification
		 	86	  
	 Section 7.11
		 Preferential Collection of Claims Against Company
		 	87	  
		
	 ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE
		 	87	  
	 Section 8.1
		 Discharge of Liability on Securities; Defeasance
		 	87	  
	 Section 8.2
		 Conditions to Defeasance
		 	88	  
	 Section 8.3
		 Delivery and Application of Trust Money
		 	89	  
	 Section 8.4
		 Repayment to Company
		 	89	  
	 Section 8.5
		 Indemnity for Government Securities
		 	90	  
	 Section 8.6
		 Reinstatement
		 	90	  
		
	 ARTICLE IX AMENDMENTS
		 	90	  
	 Section 9.1
		 Without Consent of Holders
		 	90	  
	 Section 9.2
		 With Consent of Holders
		 	91	  
	 Section 9.3
		 Compliance with Trust Indenture Act
		 	92	  
	 Section 9.4
		 Notation on or Exchange of Securities
		 	92	  
	 Section 9.5
		 Trustee to Sign Amendments
		 	92	  


  
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	 ARTICLE X SUBSIDIARY GUARANTEES
		 	93	  
	 Section 10.1
		 Subsidiary Guarantees
		 	93	  
	 Section 10.2
		 Limitation on Liability
		 	94	  
	 Section 10.3
		 Execution and Delivery of Subsidiary Guarantee
		 	94	  
	 Section 10.4
		 Successors and Assigns
		 	95	  
	 Section 10.5
		 No Waiver
		 	95	  
	 Section 10.6
		 Right of Contribution
		 	95	  
	 Section 10.7
		 No Subrogation
		 	95	  
	 Section 10.8
		 Modification
		 	96	  
	 Section 10.9
		 Merger, Consolidation or Sale of Assets of a Guarantor; Release of a Guarantor
		 	96	  
		
	 ARTICLE XI MISCELLANEOUS
		 	97	  
	 Section 11.1
		 Trust Indenture Act Controls
		 	97	  
	 Section 11.2
		 Notices
		 	97	  
	 Section 11.3
		 Communication by Holders with Other Holders
		 	98	  
	 Section 11.4
		 Certificate and Opinion as to Conditions Precedent
		 	98	  
	 Section 11.5
		 Statements Required in Certificate or Opinion
		 	98	  
	 Section 11.6
		 When Securities Disregarded
		 	99	  
	 Section 11.7
		 Legal Holidays
		 	99	  
	 Section 11.8
		 Governing Law
		 	99	  
	 Section 11.9
		 Force Majeure
		 	99	  
	 Section 11.10
		 No Personal Liability of Directors, Officers, Employees and Shareholders
		 	99	  
	 Section 11.11
		 Successors
		 	99	  
	 Section 11.12
		 Multiple Originals; Counterparts
		 	100	  
	 Section 11.13
		 Severability
		 	100	  
	 Section 11.14
		 Table of Contents; Headings
		 	100	  
	 Section 11.15
		 No Adverse Interpretation of Other Agreements
		 	100	  
	 Section 11.16
		 Acts of Holders
		 	100	  
	 Section 11.17
		 USA PATRIOT Act
		 	101	  

  

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


  
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 THIS INDENTURE, dated as of April 14, 2015, is among MATADOR RESOURCES COMPANY, a Delaware
corporation (the “Company”), each of the GUARANTORS (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s
6.875% Senior Notes due 2023 issued on the date hereof (the “Initial Securities”), the Holders of any Additional Securities (as hereinafter defined) issued hereafter and, if and when issued in exchange for the Initial Securities or
any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s Exchange Securities (as hereinafter defined): 

ARTICLE I 
 DEFINITIONS
AND INCORPORATION BY REFERENCE 
  

	Section 1.1	Definitions 

 “144A Global Security” means a Global Security
substantially in the form of Exhibit A hereto bearing the Global Security Legend and the Private Placement Legend, that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, and that is deposited with
or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Securities initially sold in reliance on Rule 144A. 

“ACNTA” means (without duplication), as of the date of determination: 

(1) the sum of: 
 (a) discounted
future net revenue from proved oil and natural gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any state or federal income taxes, as estimated by the Company or independent engineers in
one or more reserve reports 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, as increased by, as of the date of determination, the estimated discounted future net revenues from: 

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

  
 1 








 and decreased by, as of the date of determination, the discounted future net revenue attributable to: 

(iii) estimated proved oil and natural gas reserves of the Company and its Restricted Subsidiaries reflected in such year-end
or quarterly reserve report produced or disposed of since the date of such year-end or quarterly reserve report (before any state or federal income taxes) and 

(iv) reductions in the estimated proved oil and natural gas reserves of the Company and its Restricted Subsidiaries reflected
in such year-end or quarterly reserve report since the date of such year­end or quarterly reserve report attributable to downward determinations of estimates of proved oil and natural gas reserves due to exploration, development or exploitation,
production or other activities conducted or otherwise occurring since the date of such year-end or quarterly reserve report, 
 in the case of the preceding
clauses (i) through (iv), calculated in accordance with SEC guidelines (utilizing the prices utilized in such year­end or quarterly reserve report, as applicable) before any state or federal income taxes; provided, however, that, in
the case of each of the determinations made pursuant to clauses (i) through (iv), such increases and decreases shall be as estimated by the Company’s internal engineers or third party engineers; 

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

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

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

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

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

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

  
 2 








 
Dollar-Denominated Production Payments that, based on the estimates of production included in determining the discounted future net revenue specified in the immediately preceding clause
(1)(a) (utilizing the same prices utilized in the Company’s year-end reserve report), would be necessary to satisfy fully the obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments
on the schedules specified with respect thereto. 
 If the Company changes its method of accounting from the full cost method to the
successful efforts method or a similar method of accounting, ACNTA will continue to be calculated as if the Company were still using the full cost method of accounting. For the avoidance of doubt, references in this definition to “oil and
natural gas reserves” shall include any reserves attributable to natural gas liquids or other hydrocarbons. 
 “Acquired
Debt” means, with respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person
is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary
of, such specified Person; and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,
provided that the amount of any such Acquired Debt shall not exceed the Fair Market Value of the assets subject to such Lien. 

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

  
 3 








 “Asset Sale” means: 

(1) the sale, lease, conveyance or other disposition (including, without limitation, by means of a sale and leaseback transaction) of any
assets, including, without limitation, any sale of hydrocarbons or other mineral products as a result of the creation of Production Payments and Reserve Sales; provided that the sale, lease conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.11 hereof and/or Section 5.1 hereof and not by the provisions of Section 4.7 hereof;
and 
 (2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of
its Subsidiaries (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary). 

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

(1) any single transaction or series of related transactions that: (a) involves assets having a Fair Market Value of less than $20.0
million; or (b) results in Net Proceeds to the Company and its Restricted Subsidiaries of less than $20.0 million; 
 (2) a transfer of
assets between or among the Company and its Restricted Subsidiaries; 
 (3) an issuance of Equity Interests by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary; 
 (4) a disposition of cash or Cash Equivalents, inventory, accounts receivable, surplus
or obsolete equipment or other similar property or any other disposition of property in the ordinary course of business (excluding the disposition of oil and gas in place and other interests in real property unless made in connection with a
Permitted Business Investment) or the early termination or unwinding of any Hedging Obligation; 
 (5) a Permitted Investment or a
Restricted Payment that is permitted by Section 4.4 hereof; 
 (6) a disposition of oil, natural gas or other hydrocarbons or other
mineral products in the ordinary course of business of the oil and gas production operations of the Company and its Subsidiaries; 
 (7) any
abandonment, relinquishment, farm-in, farm-out, lease and sub-lease of developed and/or undeveloped properties made or entered into in the ordinary course of business, but excluding any disposition as a result of the creation of a Production Payment
and Reserve Sale; 
 (8) the creation or perfection of a Lien or disposition of any asset subject to such Lien in connection with
enforcement thereof; 
 (9) any trade or exchange by the Company or any Restricted Subsidiary of properties or assets (each, a
“Permitted Asset Exchange”) used or useful in the Oil and Gas Business for other properties or assets used or useful in the Oil and Gas Business owned or 

  
 4 








 
held by another Person (including Capital Stock of a Person engaged in the Oil and Gas Business that is or becomes a Restricted Subsidiary), including any cash or Cash Equivalents necessary in
order to achieve an exchange of equivalent value, provided that the Fair Market Value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (including any cash or Cash Equivalents to be delivered by the
Company or such Restricted Subsidiary) is reasonably equivalent to the Fair Market Value of the properties or assets (together with any cash or Cash Equivalents) to be received by the Company or such Restricted Subsidiary, and provided
further that any cash received in the transaction must be applied in accordance with the provisions of Section 4.7 as if such transaction were an Asset Sale; 

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

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

(12) the sale or other disposition (whether or not in the ordinary course of business) of oil and gas properties, provided at the time
of such sale or other disposition such properties do not have associated with them any proved reserves; 
 (13) any Production Payment or
Reserve Sale, provided that any such Production Payment or Reserve Sales shall have been created, incurred, issued, assumed or guaranteed in connection with the acquisition or financing of, and within 180 days after the acquisition of, the
property that is subject thereto; 
 (14) the licensing or sublicensing of intellectual property or other general intangibles to the extent
that such license does not prohibit the licensor from using the intellectual property and licenses, leases or subleases of other property; and 

(15) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary. 

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state law for the relief of debtors. 

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. 

“Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such
board; 
 (2) with respect to a partnership, the board of directors or other governing body of the general partner of the partnership; 

(3) with respect to a limited liability company, the board of directors or other governing body, and in the absence of same, the manager or
board of managers or the managing member or members or any controlling committee thereof; and 
 (4) with respect to any other Person, the
board or committee of such Person serving a similar function. 

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

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or
the Trustee are authorized or required by law to close. 
 “Capital Lease Obligation” means, at the time any determination
thereof is to be made, the amount of the liability of a Person in respect of a capital lease that would at that time be required to be capitalized on a balance sheet of such Person in accordance with GAAP. Notwithstanding the foregoing, any lease
(whether entered into before or after the Issue Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Issue Date will be deemed not to represent a Capital Lease Obligation. 

“Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests
(whether general or limited); and 
 (4) any other interest or participation (other than any debt security convertible into an equity
interest) that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Cash Equivalents” means: 

(1) United States dollars; 
 (2)
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition; 
 (3) demand accounts, time deposit accounts, certificates of deposit
and Eurodollar time deposits with maturities of 365 days or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 365 days and overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $250.0 million and a Thomson Bank Watch Rating of “B” or better; 
 (4) repurchase obligations
with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

  
 6 








 (5) commercial paper having one of the two highest ratings obtainable from Moody’s or
S&P and in each case maturing within 365 days after the date of acquisition; 
 (6) deposits and certificates of deposit with any
commercial bank not meeting the qualifications specified in clause (3) above, provided all such deposits do not exceed $1.0 million in the aggregate at any one time; 

(7) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than 365 days from the date of acquisition; 

(8) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A-2” from
Moody’s, with maturities of 365 days or less from the date or acquisition; and 
 (9) money market or other mutual funds substantially
all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition. 

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

(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; 
 (2) the adoption by the
Board of Directors of a plan of liquidation or dissolution of the Company; or 
 (3) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), other than one or more Permitted Holders (or any intermediate
companies owned or controlled directly or indirectly by one or more Permitted Holders), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.

 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearance agency.

 “Commodity Agreement” means any oil or natural gas hedging agreement and other agreement or arrangement designed to
protect the Company or any Restricted Subsidiary against or manage exposure to fluctuations in oil or natural gas prices and not for speculative purposes. 

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom: 

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

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

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

(4) any write-downs or impairments of non-current assets; 

(5) any unrealized non-cash gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting from the
application of ASC 815); 
 (6) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in
connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; 

(7) any extraordinary or non-recurring gain (or loss), together with any related provision for taxes on such extraordinary or non-recurring
gain (or loss); and 
 (8) any non-cash compensation charge arising from any grant or vesting of stock, stock options or other equity-based
awards. 
 “Corporate Trust Office of the Trustee” means the office of the Trustee at which at any time its corporate trust
business shall be administered, which office at the date hereof is located at Wells Fargo Bank National Association, 750 N. Saint Paul Place, Suite 1750, Dallas, Texas 75201, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company given in accordance with Section 11.2 hereof. 
 “Credit Agreement” means
the Third Amended and Restated Credit Agreement, dated as of September 28, 2012, among MRC Energy Company, as borrower, Royal Bank of Canada, as Administrative Agent, and the other lenders party thereto, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced in whole or in part from time to time. 

“Credit Facilities” means, with respect to the Company or any Guarantor, one or more credit facilities, debt facilities,
indentures or commercial paper facilities (including, without limitation, the Credit Agreement), in each case with banks or other financial institutions or lenders or investors, providing for revolving credit loans, term loans, private placements,
debt securities, receivables financings (including through the sale of receivables 

  
 8 








 
to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or letter of credit guarantees, in each case, as amended,
restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced in whole or in part from time to time. 

“Currency Agreements” means, at any time as to the Company and its Restricted Subsidiaries, any foreign currency exchange
agreement, option or future contract or other similar agreement or arrangement designed to protect against or manage the Company’s or any of its Restricted Subsidiaries’ exposure to fluctuations in foreign currency exchange rates and not
for speculative purposes. 
 “Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an
Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction
and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings. 

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

 “Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in
accordance with Section 2.6 hereof, substantially in the form of Exhibit A hereto except that such Security shall not bear the Global Security Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Security” attached thereto. 
 “Depositary” means The Depository Trust Company, until a successor shall have been
appointed and become such Depositary pursuant to this Indenture and thereafter shall mean its successor. 
 “Depositary
Custodian” means the Trustee as custodian with respect to the Global Securities or any other successor entity thereto. 

“Disinterested Member” means, with respect to any transaction, a member of the Company’s Board of Directors who does not
have any material direct or indirect financial interest (other than as an owner of Equity Interests in the Company or as an officer, manager or employee of the Company or any Restricted Subsidiary) in or with respect to such transaction and is not
an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Company or a Restricted Subsidiary), who has any direct or indirect financial interest in or with respect to such
transaction. 
 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which
it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, for any consideration other than Capital Stock pursuant to a sinking
fund obligation or otherwise, or is redeemable for any consideration other than Capital Stock at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Securities mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the 

  
 9 








 
right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.4 hereof. 

“Dollar-Denominated Production Payments” mean production payment obligations recorded as liabilities in accordance with GAAP,
together with all undertakings and obligations in connection therewith. 
 “Domestic Subsidiary” means any Restricted
Subsidiary of the Company that is formed under the laws of the United States or any state of the United States or the District of Columbia. 

“EBITDA” means, with respect to any Person for any period, without duplication, the Consolidated Net Income of such Person
for such period, 
 (i) plus the sum of the following, without duplication and to the extent deducted (and not added back) in calculating
such Consolidated Net Income: 
  

	 	(1)	provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period; 

  

	 	(2)	Fixed Charges of such Person and its Restricted Subsidiaries for such period; 

  

	 	(3)	depreciation, depletion, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), accretion, impairment and other
non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period other than non-cash
charges resulting from the application of ASC 410) of such Person and its Restricted Subsidiaries for such period; and 

  

	 	(4)	if such Person accounts for its oil and natural gas operations using successful efforts or a similar method of accounting, consolidated exploration and abandonment expense of such Person and its Restricted Subsidiaries;


 (ii) and minus the sum of: 
  

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

  

	 	(2)	(to the extent included in determining Consolidated Net Income) the sum of (a) the amount of deferred revenues that are amortized during the period and are attributable to reserves that are subject to Volumetric
Production Payments; and (b) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments. 


  
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 “Equity Interests” mean Capital Stock and all warrants, options or other rights
to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity
Offering” means any public or private sale after the date of this Indenture of Capital Stock (other than Disqualified Stock) of the Company or any contribution to the capital of the Company in respect of Capital Stock (other than
Disqualified Stock) of the Company, other than issuances to any Subsidiary of the Company. 
 “Euroclear” means Euroclear
Bank S.A./N.V., or any successor securities clearance agency. 
 “Exchange Act” means the Securities Exchange Act of 1934
and any successor statute thereto, in each case as amended from time to time. 
 “Exchange Offer Registration Statement”
means the registration statement of the Company relating to any offer to exchange Exchange Securities for either Initial Securities or Additional Securities pursuant to a Registration Rights Agreement. 

“Exchange Securities” means Securities issued in an exchange offer for Initial Securities or Additional Securities in
accordance with a Registration Rights Agreement. 
 “Exchanging Dealer” means a broker-dealer that exchanges Securities in
a Registered Exchange Offer that it has acquired for its own account as a result of market making activities or other trading activities. 

“Existing Indebtedness” means Indebtedness outstanding on the Issue Date, other than under the Credit Agreement. 

“Fair Market Value” means, with respect to any Asset Sale (or Permitted Asset Exchange) or Restricted Payment (or Investment
or Permitted Investment), the price that would be negotiated in an arm’s-length transaction between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined
in good faith by the Board of Directors of the Company in the case of amounts of $50.0 million or more and otherwise by an officer of the Company. 

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

  
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 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, and increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be
given pro forma effect as if they had occurred on the first day of the four-quarter reference period; 
 (2) the EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, shall be excluded; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date; 
 (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to
have been a Restricted Subsidiary at all times during such four-quarter period; and 
 (5) any Person that is not a Restricted Subsidiary on
the Calculation Date will be deemed not to have been a Restricted Subsidiary at all times during such four-quarter period. 
 For purposes
of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company; provided that
such officer may in his or her discretion include any reasonably identifiable and factually supportable pro forma changes to EBITDA, including any pro forma expenses and cost reductions, that have occurred or in the judgment of such officer are
reasonably expected to occur within 12 months of the date of the applicable transaction (regardless of whether such expense or cost reduction or any other operating improvements could then be reflected properly in pro forma financial statements
prepared in accordance with Regulation S-X under the Securities Act or any other regulation or policy of the SEC). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness
will be calculated as if the average rate in effect from the beginning of such period to the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness,
but if the remaining term of such Interest Rate Agreement is less than 12 months, then such Interest Rate Agreement shall only be taken into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is
being given pro forma effect bears an interest rate at the option of the Company or a Restricted Subsidiary, the interest rate shall be calculated by applying such optional rate chosen by the Company or such Restricted Subsidiary. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,
then based upon such optional rate chosen as the Company may designate. 

  
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 “Fixed Charges” means, with respect to any Person for any period, the sum,
without duplication, of: 
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued and whether or not capitalized, including, without limitation, amortization of original issue discount, non-cash interest payments (other than amortization of debt issuance costs or debt extinguishment costs), the interest component
of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts, and other fees and charges incurred in respect of letters of credit or bankers’ acceptance
financings, and net payments, if any, pursuant to Interest Rate Agreements; plus 
 (2) any interest expense on Indebtedness
of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

(3) all dividend payments, whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries,
or preferred stock of any of its Restricted Subsidiaries, in each case other than dividend payments on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of
the Company. 
 “GAAP” means accounting principles generally accepted in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements, and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entities as have
been approved by a significant segment of the accounting profession, which are in effect from time to time. 
 “Global
Securities” means, individually and collectively, each of the Restricted Global Securities and the Unrestricted Global Securities. 

“Global Security Legend” means the legend set forth in Section 2.6(g)(2), which is required to be placed on all
Global Securities issued under this Indenture. 
 “Government Securities” means direct obligations, or certificates
representing an ownership interest in such obligations, of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and that are not
callable at the issuer’s option. 
 “Guarantee” means, without duplication, any obligation, contingent or otherwise,
of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any other obligation, direct or indirect, contingent or otherwise, of such Person: 

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person, or 

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

  
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 provided, however, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 

“Guarantors” means each Subsidiary that executes this Indenture as an initial Subsidiary Guarantor, any Restricted Subsidiary
of the Company that becomes a Subsidiary Guarantor in accordance with the provisions of this Indenture, and their respective successors and assigns. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Currency Agreements, Interest
Rate Agreements and Commodity Agreements. 
 “Holder” means a person in whose name a Security is registered on the
Registrar’s books. 
 “Indebtedness” means, with respect to any specified Person, without duplication, 

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

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

(b) all Capital Lease Obligations of such Person; 

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

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

(2) all liabilities of others of the kind described in the preceding clause (1) that such Person has Guaranteed or that are otherwise its
legal liability; 
 (3) with respect to any Production Payment and Reserve Sale, any warranties or guaranties of production or payment by
such Person with respect to such Production Payment and Reserve Sale but excluding other contractual obligations of such Person with respect to such Production Payment and Reserve Sale; 

(4) Indebtedness (as otherwise defined in this definition) of another Person secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person, the amount of such obligations being deemed to be the lesser of: 
 (a) the full amount of such
obligations so secured and 
 (b) the fair market value of such asset as determined in good faith by such specified Person; 

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

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

if and to the extent that any of the preceding items (other than in respect of letters of credit) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. 
 Notwithstanding the foregoing, “Indebtedness” shall not include: 

(a) accrued expenses, royalties and trade payables; 

(b) contingent obligations incurred in the ordinary course of business; 

(c) asset-retirement obligations or obligations in respect of reclamation and workers’ compensation (including pensions and retiree
medical care) that are not overdue by more than 90 days; 
 (d) except as provided in clause (4) above, Production Payments and Reserve
Sales; 
 (e) in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business; 

(f) 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 natural gas property; and 

(g) any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary Recourse
Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or
other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness. 

  
 15 








 For purposes hereof, the maximum fixed repurchase price of any Disqualified Stock which does not
have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture,
and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value to be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock. 

Notwithstanding the foregoing, Indebtedness shall not include any indebtedness that has been defeased or discharged in accordance with GAAP or
defeased or discharged pursuant to the deposit of cash, U.S. government obligations and Cash Equivalents (sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable) in a trust or account created or pledged for
the sole benefit of the holders of such indebtedness, in accordance with the terms of the instruments governing such indebtedness. 

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

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

“Initial Purchasers” means, with respect to the Initial Securities, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, BMO Capital Markets Corp., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Comerica Securities, Inc., IBERIA Capital Partners L.L.C., Stephens Inc. and Wunderlich
Securities, Inc. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
 “Interest Rate Agreements” means, with respect to the Company and its
Restricted Subsidiaries, interest rate agreements, interest rate cap agreements and interest rate collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in or manage exposure to interest rates,
with respect to any Indebtedness that is permitted to be incurred under this Indenture. 
 “Investment Grade Rating” means
a rating equal to or higher than: 
  

	 	(1)	Baa3 (or the equivalent) with a stable or better outlook by Moody’s; and 

  

	 	(2)	BBB- (or the equivalent) with a stable or better outlook by S&P, 

 or, if either such
entity ceases to make a rating on the Securities publicly available for reasons outside of the Company’s control, the equivalent investment grade credit rating from any other rating agency. 

“Investment Grade Rating Event” means the first day on which the Securities have an Investment Grade Rating from each of
S&P and Moody’s, and no Default has occurred and is then continuing under this Indenture. 

  
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 “Investments” means, with respect to any Person, all investments by such Person
in other Persons (including Affiliates) in the forms of loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance
with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary
not sold or disposed of. 
 “Issue Date” means the first date on which the Securities are issued, authenticated and
delivered under this Indenture. 
 “Joint Venture Subsidiary” means Fulcrum Delaware Water Resources, LLC. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, encumbrance for security purposes, or security
interest of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in any assets and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 

“Make Whole Premium” means, with respect to a Security at any time, the excess, if any, of (a) the present value at such
time of (i) the Redemption Price of such Security at April 15, 2018 set forth in the table in Section 3.7(a) plus (ii) any required interest payments due on such Security through April 15, 2018 (except for currently
accrued and unpaid interest), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points, over (b) the principal
amount of such Security. 
 “Midstream Assets” means (i) assets used primarily for gathering, transmission,
compression, storage, disposal, processing, treating, marketing, fractionation, dehydration, stabilization or treatment of natural gas, natural gas liquids, oil or other hydrocarbons, carbon dioxide or water and (ii) Equity Interests of any
Person whose assets primarily consist of assets referred to in clause (i). 
 “Moody’s” means Moody’s Investors
Service, Inc. and any successor to its rating agency business. 
 “Net Cash Proceeds,” means, with respect to any issuance
or sale of Capital Stock or the sale or incurrence of any Indebtedness, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or
commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale. 

  
 17 








 “Net Proceeds” means the aggregate cash proceeds received by the Company or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of, without duplication: 

(1) the direct costs relating to such Asset Sale, including, without limitation, legal, title, engineering, environmental, accounting and
investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof; 
 (2) taxes paid or payable as a
result thereof; 
 (3) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were
the subject of such Asset Sale; 
 (4) any reserve established in accordance with GAAP against liabilities associated with such Asset Sale
or any amount placed in escrow for adjustment in respect of the purchase price of such Asset Sale, until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall be increased by the amount of
the reserve so reversed or the amount returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as the case may be; and 

(5) any distributions and other payments required to be made to minority interest holders in any Restricted Subsidiaries as a result of such
Asset Sale. 
 “Net Working Capital” means (a) all current assets of the Company and its Restricted Subsidiaries
except current assets from Commodity Agreements, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset
retirement obligations relating to oil and gas properties and (iii) any current liabilities from Commodity Agreements, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding
any adjustments made pursuant to FASB ASC 815). 
 “Non-Recourse Debt” means Indebtedness: 

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, in each case except for Customary Recourse Exceptions; and 

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity. 
 “Officer” means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the Secretary of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company and that complies with Sections 11.4 and 11.5 of this Indenture and is delivered to the Trustee. 

  
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 “Oil and Gas Business” means: 

(1) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, natural gas,
liquefied natural gas and other hydrocarbons, mineral or renewable energy properties or products produced in association with any of the foregoing; 

(2) the business of gathering, marketing, distributing, treating, processing, storing, refining, selling and transporting any production from
such interests or properties and products produced in association therewith and the marketing of oil, natural gas, other hydrocarbons, minerals and renewable energy; 

(3) any other related energy business, directly or indirectly, from oil, natural gas and other hydrocarbons, minerals and renewable energy
produced substantially from properties in which the Company or its Restricted Subsidiaries, directly or indirectly, participate; 
 (4) any
business relating to oil field sales and service or drilling rigs; or 
 (5) any business or activity relating to, arising from, or
necessary, appropriate or incidental to the activities described in the foregoing clauses (1) through (4) of this definition. 

“Oil and Gas Liens” means: 

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

 (3) Liens arising under partnership agreements, oil and gas leases, overriding royalty agreements, net profits agreements, production
payment agreements, royalty trust agreements, incentive compensation programs on terms that are reasonably customary, in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Restricted
Subsidiary, farm­out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of oil, gas or other hydrocarbons, unitizations and pooling designations, declarations,
orders and agreements, development agreements, operating agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or
other 

  
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disposal agreements, seismic or geophysical permits or agreements, and other agreements that are customary in the Oil and Gas Business; provided, however, that in all instances such
Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract; 
 (4) Liens securing Production
Payments and Reserve Sales; provided that such Liens are limited to the property that is subject to such Production Payments and Reserve Sales, and such Production Payments and Reserve Sales; and 

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

“Opinion of Counsel” means a written opinion from legal counsel that complies with Sections 11.4 and 11.5 of
this Indenture and is delivered to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream). 

“Permitted Acquisition Indebtedness” means Indebtedness (including Disqualified Stock) of the Company or any of the
Restricted Subsidiaries to the extent such Indebtedness was Indebtedness: 
 (1) of an acquired Person prior to the date on which such
Person became a Restricted Subsidiary as a result of having been acquired and not incurred in contemplation of such acquisition; or 
 (2)
of a Person that was merged, consolidated or amalgamated with or into the Company or a Restricted Subsidiary that was not incurred in contemplation of such merger, consolidation or amalgamation, 

provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged, consolidated and amalgamated with or into the
Company or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, 
 (a) the Company would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test under Section 4.3(a) or 
 (b) the Fixed
Charge Coverage Ratio for the Company would be not less than the Fixed Charge Coverage Ratio for the Company immediately prior to such transaction. 

“Permitted Business Investments” means Investments made in the ordinary course of, and of a nature that is or shall have
become customary in, the Oil and Gas Business, including through agreements, transactions, interests or arrangements that permit one to share risk or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives
customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including without limitation: 
 (1)
ownership of oil, natural gas, other related hydrocarbon, water and mineral properties or any interest therein or gathering, transportation, processing, treating, storage, disposal or related systems; and 

  
 20 








 (2) the entry into operating agreements, joint ventures, processing agreements, working
interests, royalty interests, mineral leases, farm-in agreements, farm-out agreements, development agreements, production sharing agreements, area of mutual interest agreements, contracts for the sale, transportation, disposal or exchange of oil and
natural gas and related hydrocarbons, water and minerals, unitization agreements, pooling arrangements, joint bidding agreements, service contracts, partnership agreements (whether general or limited), limited liability company agreements or other
similar or customary agreements, transactions, properties, interests or arrangements, and Investments and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the Oil and Gas Business,
excluding, however, Investments in corporations and publicly-traded limited partnerships. 
 “Permitted Holders” means,
collectively, (1) Joseph Wm. Foran, (2) any family member, heir or estate of the foregoing, (3) any trust directly or indirectly controlled by or for the benefit of any of the foregoing, and (4) any other Persons directly or
indirectly controlled by any of the foregoing. 
 “Permitted Investments” means: 

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

(2) any Investment in Cash Equivalents; 

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

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

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company; 
 or any Investment held by such Person at the time of such
transaction, provided such Investment was not made in contemplation of such transaction; 
 (4) any Investment made as a result of
the receipt of non-cash consideration from an Asset Sale (or other disposition excluded from the definition thereof) that was made pursuant to and in compliance with Section 4.7 hereof; 

(5) any Investment to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 

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

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

  
 21 








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

(10) Hedging Obligations; 
 (11)
Permitted Business Investments and/or Permitted Other Business Investments; 
 (12) Investments in accounts receivable, prepaid expenses,
negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties and endorsements for collection or deposit arising in the ordinary course of business;

 (13) advances, deposits and prepayments for purchases of any assets, including any Equity Interests; 

(14) any Investment existing on the Issue Date and any Investment that replaces, refinances or refunds an existing Investment; provided
that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded; 

(15) Investments arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase
price, earn-outs or similar obligations, in each case incurred or assumed in connection with the disposition or acquisition of any business, assets or a Restricted Subsidiary in accordance with this Indenture; and 

(16) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) since the Issue Date, not to exceed the greater of $75.0 million and 5.0% of ACNTA determined at the time of such
Investment; provided, however, that if any Investment pursuant to this clause (16) is made in any Person that is not the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the
Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (16) for so long as such Person
continues to be the Company or a Restricted Subsidiary. 
 In connection with any assets or property contributed or transferred to any
Person as an Investment, such property and assets shall be equal to the Fair Market Value at the time of the Investment, without regard to subsequent changes in value. 

  
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 With respect to any Investment, the Company may, in its sole discretion, allocate or re-allocate
all or any portion of any Investment to one or more of the above clauses so that the entire Investment is a Permitted Investment. 

“Permitted Liens” means: 

(1) Liens on any property or assets of the Company and any Restricted Subsidiary securing Indebtedness and other obligations under Credit
Facilities that were permitted by the terms of this Indenture to be incurred; 
 (2) Liens in favor of the Company or a Restricted
Subsidiary; 
 (3) Liens on any property or assets of a Person existing at the time such Person becomes a Restricted Subsidiary of the
Company or is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the
Company or such merger or consolidation and do not extend to any property or assets other than those of the Person that becomes a Restricted Subsidiary of the Company or is merged into or consolidated with the Company or a Restricted Subsidiary of
the Company; 
 (4) Liens on any property or assets existing at the time of acquisition thereof by the Company or any Restricted Subsidiary
of the Company, provided that such Liens were not incurred in contemplation of such acquisition; 
 (5) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; 

(6) Liens existing on the Issue Date; 

(7) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its
Restricted Subsidiaries in the ordinary course of business; 
 (8) Liens securing Indebtedness incurred to refinance Indebtedness that was
previously so secured, provided that (i) the amount of such Indebtedness is not increased except as necessary to pay premiums or expenses incurred in connection with such refinancing and (ii) any such Lien is limited to all or part
of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being
refinanced or is in respect of property that is the security for a Permitted Lien hereunder; 
 (9) Liens securing Hedging Obligations of
the Company or any of its Restricted Subsidiaries; 
 (10) Liens for the purpose of securing the payment of all or a part of the purchase
price of, or Capital Lease Obligations, purchase money obligations or other payments incurred to finance the acquisition, lease, improvement or construction of or repairs or additions to, assets or property acquired, leased or constructed in the
ordinary course of business; provided that: 
 (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise
permitted to be incurred under this Indenture and does not exceed the cost of the assets or property so acquired or constructed; and 
 (b)
such Liens are created within 180 days of the later of the acquisition, lease, completion of improvements, construction, repairs or additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any
other assets or property of the Company or any Restricted Subsidiary other than such assets or property (plus improvements, accessions, proceeds, insurance, and dividends or distributions in respect thereof); 

  
 23 








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

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

(13) Liens on the Capital Stock of any Unrestricted Subsidiary to the extent securing Indebtedness of Unrestricted Subsidiaries; 

(14) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses so long as
(x) no additional collateral is granted as security thereby and (y) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed
amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing,
replacement, defeasance or discharge; 
 (15) Liens created for the benefit of (or to secure) all of the Securities (including Additional
Securities) issued under this Indenture; 
 (16) Liens on cash, Cash Equivalents and other property arising in connection with the
defeasance, discharge or redemption of Indebtedness; and 

  
 24 








 (17) in addition to the foregoing, Liens securing obligations the outstanding principal amount of
which does not, taken together with the principal amount of all other obligations secured by Liens Incurred under this clause (17) that are at that time outstanding, exceed the greater of $75.0 million and 5.0% of ACNTA at the time of
incurrence. 
 “Permitted MLP Securities” means equity securities (including incentive distribution rights) of a master
limited partnership (or limited liability company or similar business entity with pass-through treatment for U.S. Federal income tax purposes) that has a class of equity securities traded on the New York Stock Exchange, the NYSE AMEX Equities or the
Nasdaq Stock Market (or any successor thereof). 
 “Permitted Other Business Investments” means Investments by the Company
or any of its Restricted Subsidiaries in any Person (including in any Unrestricted Subsidiary or joint venture of the Company), provided that: 
  

	 	(1)	at the time of such Investment and immediately thereafter, the Company could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.3(a); 


 

	 	(2)	if such Person has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Person that is recourse to the Company or
any of its Restricted Subsidiaries (which shall include, without limitation, all Indebtedness of such Person for which the Company or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay,
whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including, without limitation, any “claw-back,” “make-well” or “keep-well” arrangement) could, at the time such Investment is
made, be incurred at that time by the Company and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in Section 4.3(a); and 


 

	 	(3)	such Person is not engaged, in any material respect, in any business other than the Oil and Gas Business. 


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

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

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

  
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 (3) the Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time
such Permitted Refinancing Indebtedness is incurred that is equal to or greater than the shorter of (A) the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, deferred or refunded and
(B) 91 days after the Weighted Average Life to Maturity of the Securities; 
 (4) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to the Securities or a Subsidiary Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Securities or such Subsidiary Guarantee on
terms at least as favorable, taken as a whole, to the Holders of Securities as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and 

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

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

“Private Exchange” means an offer to exchange Private Exchange Securities for either Initial Securities or Additional
Securities in accordance with a Registration Rights Agreement. 
 “Private Exchange Securities” means Exchange Securities
issued in exchange for either Initial Securities or Additional Securities other than pursuant to a Registered Exchange Offer. 

“Private Placement Legend” means the legend set forth in Section 2.6(g)(1) to be placed on all Securities issued
under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Production Payment and Reserve
Sales” means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest or Production Payment in oil and natural gas properties, reserves or the right to receive all
or a portion of the production or the proceeds from the sale of production attributable to such properties where, in the case of each of the foregoing, the holder of such interest has recourse solely to such production or proceeds of production for
the recovery of its investment in such interest, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard
and subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary with respect to the foregoing interests. 

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

  
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 “QIB” means any “qualified institutional buyer” (as defined in Rule
144A). 
 “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture. 
 “Redemption Price,” when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. 
 “Registered Exchange Offer” means an offer to
exchange Exchange Securities for either Initial Securities or Additional Securities pursuant to an Exchange Offer Registration Statement as required by a Registration Rights Agreement. 

“Registration Rights Agreement” means, with respect to the Initial Securities, the Registration Rights Agreement, dated as of
the Issue Date, among the Company, the Guarantors and the Initial Purchasers, or any similar registration rights agreement with respect to Additional Securities. 

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

“Regulation S Global Security” means a permanent Global Security substantially in the form of Exhibit A hereto bearing
the Global Security Legend and the Private Placement Legend, that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Securities initially sold in reliance on Regulation S. 

“Reporting Default” means a Default described in clause (4) of Section 6.1 hereof. 

“Resale Restriction Termination Date” means (i) in the case of Securities initially sold in reliance on Rule 144A, the
date that is one year after the later of the Issue Date (or the date of original issue of any Additional Notes) and the last date on which the Company or any Affiliate of the Company was the owner of such Securities (or any predecessor Securities)
or (ii) in the case of Securities initially sold in reliance on Regulation S, 40 days after the later of the Issue Date (or the date of original issue of any Additional Notes) and the date on which Securities (or any predecessor Securities)
were first offered to persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S. 

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

“Restricted Global Security” means a Global Security bearing the Private Placement Legend (including the Regulation S Global
Security). 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Restricted Security” means either a Restricted Definitive Security or a Restricted Global Security. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not an Unrestricted Subsidiary.


  
 27 








 “Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business. 
 “SEC” means the U.S. Securities and Exchange Commission. 

“Securities” means securities issued under this Indenture. The Initial Securities, the Exchange Securities and the Additional
Securities shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and unless otherwise provided or the context otherwise requires, all references to the Securities
shall include the Initial Securities, the Exchange Securities and the Additional Securities. 
 “Securities Act” means the
Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time. 
 “Securities
Custodian” means the custodian with respect to a Global Security (as appointed by the Depositary) or any successor Person, and shall initially be the initial Registrar. 

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

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

“Subsidiary” means any subsidiary of the Company. A “subsidiary” of any Person means: 

(1) a corporation a majority of whose Voting Stock is at the time, directly or indirectly owned by such Person, by one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person; or 
 (2) a partnership, joint venture, limited liability company
or similar entity, in which such Person or a subsidiary of such Person is, at the date of determination, either 

  
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entitled to receive more than 50 percent of the assets of such entity upon its dissolution, or in the case of a limited partnership or limited liability company, is the controlling general
partner or managing or controlling member, as applicable. 
 “Subsidiary Guarantee” means a Guarantee by a Subsidiary
Guarantor of the Company’s obligations pursuant to Article X hereof. 
 “Treasury Rate” means the yield to maturity at
the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to
the date fixed for redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to April 15, 2018; provided, however,
that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to April 15, 2018 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate on the second Business Day preceding the applicable Redemption Date and (b) prior to such
Redemption Date file with the Trustee an Officers’ Certificate setting forth the Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable detail. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor
Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder. 

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the Issue Date, except
as provided in Section 9.3; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” or “TIA” means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended. 
 “Trust Officer” means any officer within the corporate trust department
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 to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration
of this Indenture. 
 “Unrestricted Definitive Security” means one or more Definitive Securities that do not bear and are
not required to bear the Private Placement Legend. 
 “Unrestricted Global Security” means a permanent Global Security
substantially in the form of Exhibit A attached hereto that bears the Global Security Legend and that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary, representing a series of Securities that do not bear the Private Placement Legend. 

  
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 “Unrestricted Security” means either an Unrestricted Definitive Security or an
Unrestricted Global Security. 
 “Unrestricted Subsidiary” means any of (i) the Joint Venture Subsidiary and
(ii) any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt, except as permitted under clause (2)(b) of the definition of “Permitted Other
Business Investments”; 
 (2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company, except as permitted under Section 4.8; and 
 (3) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition. 

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

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

  
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 All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. 

“U.S. Person” means any U.S. person as defined for purposes of Regulation S. 

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

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by 
 (2) the then outstanding principal amount of such Indebtedness. 

 

	Section 1.2	Other Definitions 

  

			
	“Act”		Section 11.16
	“Alternate Offer”		Section 4.11(g)
	“Affiliate Transaction”		Section 4.8(a)
	“Asset Sale Offer”		Section 4.7(c)
	“Asset Sale Payment”		Section 4.7(c)
	“Asset Sale Payment Date”		Section 4.7(d)
	“Authenticating Agent”		Section 2.2
	“Calculation Date”		Section 1.1 (“Fixed Charge Coverage Ratio”)
	“Change of Control Offer”		Section 4.11(a)
	“Change of Control Payment”		Section 4.11(a)
	“Change of Control Payment Date”		Section 4.11(a)
	“covenant defeasance option”		Section 8.1(b)
	“Defaulted Interest”		Section 2.11
	“Event of Default”		Section 6.1
	“Excess Proceeds”		Section 4.7(c)
	“incur”		Section 4.3(a)
	“Initial Securities”		Preamble
	“legal defeasance option”		Section 8.1(b)
	“Legal Holiday”		Section 11.7
	“Obligations”		Section 10.1
	“Paying Agent”		Section 2.3
	“Payment Default”		Section 6.1(6)(A)
	“Permitted Asset Exchange”		Section 1.1 (“Asset Sale”)


  
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	“Permitted Consideration”		Section 4.7(a)
	“Permitted Indebtedness”		Section 4.3(b)
	“Registrar”		Section 2.3
	“Restricted Payment”		Section 4.4(a)

  

	Section 1.3	Incorporation by Reference of Trust Indenture Act 

 This Indenture is subject to the
mandatory provisions of the Trust Indenture Act which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings: 

“Commission” means the SEC; 

“indenture securities” means the Securities and the Subsidiary Guarantees; 

“indenture security holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the indenture securities means the Company and any other obligor (including any Guarantor) on the indenture
securities. 
 All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust
Indenture Act by reference to another statute or defined by an SEC rule have the meanings assigned to them by such definitions. 
  

	Section 1.4	Rules of Construction 

 Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

(4) “including” means including without limitation; 

(5) words in the singular include the plural and words in the plural include the singular; 

(6) unless otherwise indicated, all references to “Articles” or “Sections” are to Articles or Sections, as the case may
be, of this Indenture; 
 (7) references to sections of or rules under the Exchange Act or the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from time to time; 

  
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 (8) references to any sections or rules of the Accounting Standards Codification shall be deemed
to include successor sections or rules adopted by the Financial Accounting Standards Board (or any successor thereto); and 
 (9)
“herein,” “hereof” and other words of similar import refer to this Indenture as a whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision. 

ARTICLE II 
 THE
SECURITIES 
  

	Section 2.1	Form and Dating 

 (a) General. The Securities and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A hereto. The notation of Subsidiary Guarantee shall be substantially in the form of Exhibit D hereto, and shall be notated on the Securities. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication. The Securities shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Security or any Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture (to the extent permitted by
law) shall govern and be controlling. 
 (b) Global Securities. The Securities issued in global form shall be substantially in the
form of Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). The Securities issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent the amount
of outstanding Securities specified therein, and each Global Security shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of
outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with the instructions given by the Holder thereof as required by Section
2.6 hereof. 
 (c) Regulation S Global Securities. Any Securities offered and sold in reliance on Regulation S shall be issued
initially in the form of a Regulation S Global Security, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Prior to the expiration of the Restricted Period, any resale or
transfer of beneficial interests in a Regulation S Global Security to U.S. Persons shall not be permitted unless such resale or transfer is made pursuant to Rule 144A or Regulation S. 

  
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 (d) 144A Global Securities. Any Securities offered and sold in reliance on Rule 144A shall
be issued initially in the form of a 144A Global Security, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or the nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 
 (e) Definitive Securities.
Notwithstanding any other provision of this Section 2.1, any issuance of Definitive Securities shall be at the Company’s discretion, except in the circumstances set forth in Section 2.6(a) hereof. 

 

	Section 2.2	Execution and Authentication 

 An Officer shall sign the Securities for the Company by
manual, facsimile or electronically transmitted signature. One Officer shall sign each notation of Subsidiary Guarantee for each Guarantor by manual, facsimile or electronically transmitted signature. 

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless. 
 A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the
Security. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. 

The Trustee shall authenticate and deliver: (i) Initial Securities for original issue in an aggregate principal amount of $400,000,000 on
the Issue Date, (ii) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act) and (iii) Exchange Securities for issue only in an exchange offer pursuant to a
Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be in global or definitive form and whether they are to bear the Private Placement Legend.
The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, subject to Section 4.3 of this Indenture. 

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the
Securities. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. 
  

	Section 2.3	Registrar and Paying Agent 

 The Company shall at all times maintain in the continental
United States an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Securities may be presented for payment (the “Paying
Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar, and the term “Paying Agent” includes any such additional paying agent. 

  
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 The Company or any of its Subsidiaries may act as Paying Agent, subject to the provisions of this
Section 2.3 and Section 4.14. Any Paying Agent or Registrar may resign as such upon 30 days’ prior written notice to the Company and the Trustee; upon resignation of any Paying Agent or Registrar, the Company shall
appoint a successor Paying Agent or Registrar, as the case may be, complying with the requirements of this Section 2.3, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar.

 If at any time there shall be Securities outstanding that are not Global Securities and there shall be no Paying Agent with an office or
agency in the City of New York, State of New York, where the Securities may be presented or surrendered for payment, the Company shall forthwith designate such a Paying Agent in order that the Securities shall at all times be payable in the City of
New York, the State of New York. The Company initially appoints the Trustee to act as Depository Custodian with respect to the Global Securities. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures with
respect to any Global Security. 
 The Company initially appoints Wells Fargo Bank, National Association as Registrar and Paying Agent for
the Securities. 
 The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to
each Agent, and the Company’s obligations under Section 7.7 to compensate and indemnify the Trustee shall extend likewise to each Agent. 
  

	Section 2.4	Paying Agent to Hold Money in Trust 

 By at least 11:00 a.m. (New York City time) on the
date on which any principal, premium, if any, or interest on any Security is due and payable, the Company shall deposit with the Paying Agent in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when
due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal,
premium, if any, and interest (if any) on the Securities and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this
Section 2.4, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. 
  

	Section 2.5	Holder Lists 

 The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. 

  
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	Section 2.6	Transfer and Exchange 

 (a) Transfer and Exchange of Global Securities. A Global
Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. Owners of beneficial interests in Global Securities shall not be entitled to receive Definitive Securities unless: 

(1) the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days; or 

(2) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee and the Registrar of its decision to
exchange the Global Securities for Definitive Securities; provided that in no event shall the Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the expiration of the Restricted Period. 

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Securities shall be issued in such names as
the Depositary shall instruct the Trustee and the Registrar. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Section 2.7 hereof. Every Security authenticated and delivered in exchange for, or in
lieu of, a Global Security or any portion thereof, pursuant to this Section 2.6 or Section 2.7 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be
exchanged for another Security other than as provided in this Section 2.6(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.6(b), (c) or (f)
hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial
interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Securities shall be subject to restrictions
on transfer comparable to those set forth herein, including those set forth in the Private Placement Legend, to the extent required by the Securities Act. Transfers of beneficial interests in the Global Securities also shall require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following provisions of this Section 2.6, as applicable: 

(1) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior
to the expiration of the Restricted Period, (A) transfers of beneficial interests in the Regulation S Global Security may not be to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and (B) such
beneficial interests may be held only through Euroclear or Clearstream (as Indirect Participants in the Depositary). Beneficial interests in such Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in the preceding sentence of this Section 2.6(b)(1). 

  
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 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or 
 (B) (i) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Security shall be registered to effect the transfer or exchange referred to in Section 2.6(b)(2)(B)(i) above; provided that in no event shall Definitive Securities be issued upon the transfer or exchange of beneficial
interests in the Regulation S Global Security prior to the expiration of the Restricted Period. 
 Upon consummation of a Registered
Exchange Offer by the Company in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the
Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Securities. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this
Indenture, the Securities or otherwise applicable under the Securities Act, the principal amount of the relevant Global Security(s) shall be adjusted pursuant to Section 2.6(h) hereof. 

(3) Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may
be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.6(b)(2) above and the Registrar receives the
following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Security, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

  
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 (B) if the transferee will take delivery in the form of a beneficial interest in
the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof, and if such transfer occurs prior to the expiration of the Restricted
Period, then the transferee must hold such beneficial interest through either Euroclear or Clearstream (as Indirect Participants in the Depositary). 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in the Unrestricted Global
Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 2.6(b)(2) above and: 

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the applicable
Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s
book-entry system) that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange Securities or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

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

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 

  
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 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time
when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of a written order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Securities
in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Security. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Securities. 
 (1) Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities. If, in accordance
with Section 2.6(a), any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Security, then, upon receipt by the Registrar of the following documentation: 

(A) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for
a Restricted Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof; or 
 (C) if such beneficial
interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof, 

the Registrar shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial
interest in a Restricted Global Security pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered. Any Definitive Security issued in
exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. Notwithstanding
Sections 2.6(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Global Security may not be exchanged for a Definitive Security or transferred to a Person who takes delivery thereof in the form of a Definitive
Security prior to the expiration of the Restricted Period, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 

  
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 (2) Beneficial Interests in Restricted Global Securities to Unrestricted Definitive
Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Definitive Security or may transfer such beneficial interest to a Person who takes delivery thereof in
the form of an Unrestricted Definitive Security, in each case only pursuant to Section 2.6(a) and only if: 
 (A) such
exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange Securities or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) such transfer is effected pursuant to a Shelf
Registration Statement in accordance with the applicable Registration Rights Agreement; 
 (C) such transfer is effected by
an Exchanging Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or 

(D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 
 (3) Beneficial Interests in Unrestricted Global
Securities to Unrestricted Definitive Securities. If any holder of a beneficial interest in an Unrestricted Global Security proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Security, then, upon satisfaction of the conditions set forth in Section 2.6(b)(2) hereof, the Registrar shall cause the aggregate principal amount of the applicable Global Security
to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive


  
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Security in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall be registered in such name
or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Securities to the Persons in whose names such Securities are so registered. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the Private Placement Legend.

 (d) Transfer and Exchange of Definitive Securities for Beneficial Interests. 

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

(B) if such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or 
 (C) if such
Restricted Definitive Security is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,

 the Trustee shall cancel the Restricted Definitive Security, the Registrar shall increase or cause to be increased the aggregate principal amount of, in
the case of clause (A) above, the appropriate Restricted Global Security, in the case of clause (B) above, the 144A Global Security, and in the case of clause (C) above, the Regulation S Global Security. Notwithstanding the foregoing,
if there are no Global Securities outstanding prior to any such transfer, Definitive Securities may be transferred for beneficial interests in a Global Security only if the Company so agrees. 

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

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

(D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.6(d)(2), the Trustee shall cancel the Definitive Securities and the Registrar shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security. Notwithstanding the
foregoing, if there are no Global Securities outstanding prior to any such transfer, Definitive Securities may be transferred for beneficial interests in a Global Security only if the Company so agrees. 

(3) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted
Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and the Registrar shall increase or cause to be increased the aggregate principal amount of
one of the Unrestricted Global Securities. 
 If any such exchange or transfer from a Definitive Security to a beneficial interest is
effected pursuant to subparagraph (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Definitive Securities so transferred. 

  
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 (e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request
by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its
attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e). 

(1) Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant
to Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof. 

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

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

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

  
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 (D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act. 
 (3) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A
Holder of Unrestricted Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Security pursuant to the instructions from the Holder thereof. 
 (f) (1) Registered Exchange Offer. Upon
the occurrence of a Registered Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company shall issue and, upon receipt of a written order in accordance with Section 2.2, the Trustee shall authenticate:

 (A) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Securities tendered for acceptance by Persons that certify in the applicable Letters of Transmittal (or via the Depositary’s book-entry system), among other things, that (I) they are not
broker-dealers, (II) they are not participating in a distribution of the Exchange Securities and (III) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Registered Exchange Offer; and 

(B) Unrestricted Definitive Securities in an aggregate principal amount equal to the principal amount of any Restricted
Definitive Securities accepted for exchange in the Registered Exchange Offer. 
 Concurrently with the issuance of such Securities, the
Registrar shall cause the aggregate principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate, and deliver to the Persons designated by the Holders of
any Definitive Securities so accepted, Unrestricted Definitive Securities in the appropriate principal amount. 
 (2) If upon consummation
of a Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of the initial distribution thereof, the 

  
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Company, upon written request of such Initial Purchaser, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such
Initial Purchaser and, upon receipt of a written order in accordance with Section 2.2 hereof, the Trustee shall authenticate, one or more Restricted Definitive Securities representing Private Exchange Securities in a Private Exchange for
the Initial Securities held by such Initial Purchaser, in an aggregate principal amount equal to the Initial Securities so exchanged by such Initial Purchaser in the Private Exchange. 

(g) Legends. The following legends shall appear on the face of all Global Securities and Definitive Securities issued under this
Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below or as otherwise agreed between the Company and the Holder, each Global
Security and each Definitive Security (and all Securities issued in exchange therefor or substitution thereof) shall bear a legend, until the Resale Restriction Termination Date, in substantially the following form: 

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN
PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR
(d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN 

  
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ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED
HEREBY.” 
 (B) Notwithstanding the foregoing, any Global Security or Definitive Security issued pursuant to
subparagraph (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.6 (and all Securities issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. The Company, acting
in its discretion, may remove the Private Placement Legend from any Restricted Security at any time on or after the Resale Restriction Termination Date applicable to such Restricted Security. Without limiting the generality of the preceding
sentence, the Company may effect such removal by issuing and delivering, in exchange for such Restricted Security, an Unrestricted Security, registered to the same Holder and in an equal principal amount, and, notwithstanding any other provision of
this Section 2.6, upon receipt of a written order of the Company given at least three Business Days in advance of the proposed date of exchange specified therein (which shall be no earlier than the Resale Restriction Termination Date),
the Trustee shall authenticate and deliver such Unrestricted Security as directed in such order. 
 (2) Global Security Legend. Each
Global Security shall bear a legend in substantially the following form: 
 “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE 

  
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DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

(h) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have
been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.10 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Securities Custodian
at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other
Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Securities Custodian at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Securities and
Definitive Securities upon the Company’s order or at the Registrar’s request. 
 (2) No service charge shall be made to a holder
of a beneficial interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge or
other fee required by law and payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.9, 3.6, 3.7, 4.7 and 4.11
hereof). 
 (3) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or
Definitive Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer
or exchange. 
 (4) None of the Company, the Trustee or the Registrar shall be required (A) to issue, to register the transfer of or to
exchange any Securities during a period of 15 days before the day of any selection of Securities for redemption under Section 3.2 hereof 

  
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and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Securities so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or to exchange a Security between a record date and the next succeeding Interest Payment Date. 

(5) Prior to the due presentation for registration of transfer of any Security, the Company, each Guarantor, the Trustee, the Paying Agent or
the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal, interest and premium (if any) on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

(6) The Trustee shall authenticate Global Securities and Definitive Securities upon receipt of a written order of the Company and in
accordance with the other provisions of Section 2.2 hereof. 
 (7) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile. 

(8) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the
Depositary or 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 Securities 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 optional redemption) or the payment of any amount, under or with respect to such Securities. 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 Security (including any transfers between
or among Depositary participants, members or beneficial owners in any Global Security) 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. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken
by the Depositary. 
  

	Section 2.7	Replacement Securities 

 If any mutilated Security is surrendered to the Registrar, or
the Company and the Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Security, the Company will issue and the Trustee, upon receipt of a written order of the Company conforming to Section 2.2
hereof, will authenticate a replacement Security if the Registrar’s and the Company’s reasonable requirements are met. If required by the Registrar or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Registrar, the Trustee and the Company to protect the Company, the Trustee, the Registrar, any other Agent and any Authenticating Agent from any loss that any of them may suffer if a Security is replaced. 

  
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 Every replacement Security is an additional obligation of the Company and will be entitled to all
of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder, provided it is held by a protected purchaser within the meaning of the Uniform Commercial Code. 

Notwithstanding any other provision of this Section, rather than authenticating and delivering a replacement Security for a mutilated,
destroyed, loss or stolen Security which has been redeemed or the principal of which has matured, the Company or the Paying Agent may make payment of the amount due on such security to the Holder upon receipt of the above-described indemnity bond.

  

	Section 2.8	Outstanding Securities 

 The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 11.6 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 

If a Security is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a protected purchaser. 
 If the principal amount of any Security is considered
paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities will be deemed to be no longer
outstanding and will cease to accrue interest. 
  

	Section 2.9	Temporary Securities 

 Until Definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Securities in exchange for temporary Securities. Holders of temporary Securities shall in all respects be entitled to the same benefits under this Indenture
as a holder of Definitive Securities. 
  

	Section 2.10	Cancellation 

 The Company at any time may deliver Securities to the Trustee or any
Registrar for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee or the Registrar (and no one else) shall cancel and destroy
(subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with its retention policy then in effect. The Company may not
issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee or the Registrar for cancellation. 

  
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	Section 2.11	Defaulted Interest 

 If the Company defaults in a payment of interest (“Defaulted
Interest”) on the Securities, the Company shall pay Defaulted Interest (as provided in Section 4.1) in any lawful manner. The Company may pay the Defaulted Interest to the Persons who are Holders on a subsequent special record
date. The Company shall fix or cause to be fixed (or upon the Company’s failure to do so the Trustee shall fix pursuant to a written instruction of Holders of at least a majority in principal amount of the Securities) any such special record
date and payment date to the reasonable satisfaction of the Trustee which special record date shall not be less than 10 days prior to the payment date for such Defaulted Interest and the Company, or at the Company’s request, the Trustee, shall
promptly mail or cause to be mailed to each Holder a notice that states the special record date, the payment date and the amount of Defaulted Interest to be paid. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this
Section 2.11. 
  

	Section 2.12	CUSIP Numbers 

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

ARTICLE III 
 REDEMPTION

  

	Section 3.1	Notices to Trustee 

 If the Company elects to redeem Securities pursuant to
Section 3.7 or Section 4.11(i) hereof, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Securities to be redeemed. 

The Company shall give each notice to the Trustee and the Registrar provided for in this Section 3.1 at least three (3)
Business Days before the date of giving notice of the redemption pursuant to Section 3.3, unless the Trustee consents to a shorter period. If such redemption is to be effected pursuant to Section 3.7(b) or
Section 4.11(i), then such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions therein. If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Company and set forth in the related notice given to the Trustee, which record date shall be not less than 15 days after the date of such notice. 

  
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	Section 3.2	Selection of Securities to Be Redeemed 

 In the case of any partial redemption, selection
of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis
(or, in the case of Securities in global form, the Securities represented thereby will be selected in accordance with the Depositary’s prescribed method) and in such manner as complies with applicable legal requirements. The Trustee shall make
the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee
selects shall be in minimum amounts of $2,000 or a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall
notify the Company promptly of the Securities or portions of Securities to be redeemed. The Trustee may rely upon information provided by the Registrar for purposes of this Section 3.2. 

 

	Section 3.3	Notice of Redemption 

 At least 30 days but not more than 60 days before a date for
redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address or, with respect to Global Securities, otherwise give such notice in
accordance with the rules and procedures of the Depositary; provided, however, notices of redemption may be given more than 60 days prior to a Redemption Date if the notice is issued in connection with the Company’s exercise of its legal
defeasance or its covenant defeasance option in accordance with Section 8.1(b) or the satisfaction and discharge of this Indenture in accordance with Section 8.1(a). 

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

(1) the Redemption Date; 
 (2)
the Redemption Price (if then determined and otherwise the basis for its determination); 
 (3) the name and address of the Paying Agent
where Securities are to be surrendered; 
 (4) that Securities called for redemption must be surrendered to the Paying Agent to collect the
Redemption Price; 
 (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the
particular Securities to be redeemed; 
 (6) that, unless the Company defaults in making such redemption payment, interest on Securities (or
portion thereof) called for redemption ceases to accrue on and after the Redemption Date; 

  
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 (7) the CUSIP, ISIN or similar number, if any, printed on the Securities being redeemed; 

(8) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or similar number, if any, listed in such notice or
printed on the Securities; and 
 (9) any conditions precedent to such redemption. 

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, however, that the Company shall have delivered to the Trustee, at least three (3) Business Days prior to the giving of notice of redemption (or such shorter period as is acceptable to the Trustee), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein or sent pursuant to Applicable
Procedures shall be presumed to have been given, whether or not the Holder receives such notice. 
  

	Section 3.4	Effect of Notice of Redemption 

 Once notice of redemption is mailed to Holders,
Securities (or portions thereof) called for redemption become irrevocably due and payable on the Redemption Date and at the Redemption Price, subject to satisfaction of any condition permitted below. A notice of redemption may be subject to one or
more conditions precedent specified in the notice of redemption, including completion of an Equity Offering or other corporate transaction. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the
notice, plus accrued and unpaid interest to the Redemption Date; provided that if the Redemption Date is after the taking of a record of the Holders on a record date and on or prior to the related Interest Payment Date, the accrued and unpaid
interest shall be payable to the Person in whose name the redeemed Securities are registered on such record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 

 

	Section 3.5	Deposit of Redemption Price 

 No later than 11:00 a.m. (New York City time) on the
Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued and unpaid interest on all
Securities to be redeemed on that date. If the Company complies with the provisions of this Section 3.5, then on and after the Redemption Date, interest will cease to accrue on the Securities or the portions of Securities called for
redemption. 
  

	Section 3.6	Securities Redeemed in Part 

 Upon cancellation of a Security that is redeemed in part,
the Company shall issue and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. The Trustee shall notify the Registrar of the
issuance of such new Security. 

  
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	Section 3.7	Optional Redemption 

 (a) On or after April 15, 2018, the Company may redeem all or
a part of the Securities at any time or from time to time at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, to the applicable Redemption Date, if redeemed during the
12-month period beginning April 15 of the years indicated: 
  

					
	 Year
	  	Redemption Price	 
	 2018
	  	 	105.516	% 
	 2019
	  	 	103.438	% 
	 2020
	  	 	101.719	% 
	 2021 and thereafter
	  	 	100.000	% 

 (b) Prior to April 15, 2018, the Company may on one or more occasions redeem up to an aggregate amount
equal to 35% of the aggregate principal amount of the Securities (including Additional Securities) originally issued prior to the Redemption Date under this Indenture in an amount not greater than the Net Cash Proceeds of one or more Equity
Offerings at a Redemption Price of 106.875% of the principal amount of the Securities, plus accrued and unpaid interest, if any, to the Redemption Date; provided, that (i) at least 65% in aggregate principal amount of the Securities
(including any Additional Securities) originally issued remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 180 days
of the date of the closing of the related Equity Offering. 
 (c) In addition, at any time prior to April 15, 2018, the Company may
redeem all or part of the Securities at a Redemption Price equal to the sum of: 
  

	 	(i)	the principal amount thereof, plus 

  

	 	(ii)	the Make Whole Premium at the Redemption Date, plus 

 accrued and unpaid interest, if any, to the
Redemption Date. 
 (d) Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections
3.1 through 3.6 hereof. 
 (e) The Securities will not be redeemable at the option of the Company except as set forth in this
Section 3.7 and in Section 4.11(i). The Company is not, however, prohibited from acquiring the Securities by means other than a redemption, whether pursuant to a tender offer, open market transactions or otherwise, so long as the
acquisition does not otherwise violate the terms of this Indenture. 
 ARTICLE IV 

COVENANTS 
  

	Section 4.1	Payment of Securities 

 The Company covenants and agrees for the benefit of the Holders
of the Securities that it shall promptly pay the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the Securities, this Indenture and, in the case of any Additional Interest, the applicable
Registration Rights Agreement. Payments of principal, 

  
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premium, if any, and interest on the Securities shall be deemed due for all purposes under this Indenture whether such payments are due at Stated Maturity, upon redemption, upon required
repurchase pursuant to Section 4.7 or 4.11 hereof, upon declaration or otherwise. Principal, premium, if any, and interest on the Securities shall be considered paid on the date due if by 11:00 a.m. (New York City time) on such
date the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due. 

The Company will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, at the rate then in effect on the Securities; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without
regard to any applicable grace periods), from time to time on demand at the same rate as on overdue principal. 
 All references in this
Indenture, the Securities or the Subsidiary Guarantees to “interest” shall be deemed to include Additional Interest unless the context otherwise requires. The Company shall give the Trustee advance written notice of the amount of any
Additional Interest that may be payable with respect to the Securities. The Trustee shall not at any time be under any duty or responsibility to any Holder of the Securities to determine the Additional Interest, or with respect to the nature,
extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest. 
  

	Section 4.2	SEC Reports 

 Whether or not required by the SEC, so long as any Securities are
outstanding, the Company will furnish to the Trustee and the Holders of Securities, within the time periods specified in the SEC’s rules and regulations: 

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K
if the Company were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual
financial statements by the Company’s certified independent public accountants; and 
 (2) all current reports that would be required
to be filed with the SEC on Form 8-K if the Company were required to file such reports. 
 Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

If the Company has designated as an Unrestricted Subsidiary any of its Subsidiaries that is a Significant Subsidiary (or that, taken together
with other Unrestricted Subsidiaries, would be a Significant Subsidiary), then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial 

  
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condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

 The availability of the foregoing materials on the SEC’s website or on the Company’s website shall be deemed to satisfy the
foregoing delivery obligations; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such materials are available on any such website. 

In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, the Company may satisfy its
obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains
in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company agrees that,
for so long as any Securities remain outstanding and are “restricted securities” under Rule 144 under the Securities Act, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs of this
Section 4.2, it will furnish to beneficial owners of Securities and to prospective investors, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

 

	Section 4.3	Incurrence of Indebtedness 

 (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt); provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the Net Cash Proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. 

(b) Section 4.3(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively,
“Permitted Indebtedness”): 
 (1) the incurrence by the Company and any Restricted Subsidiary of Indebtedness under one or
more Credit Facilities; provided that the aggregate principal amount of all Indebtedness incurred under this clause (1) and outstanding at any time does not exceed an amount equal to the greater of (a) $400.0 million and
(b) the sum of (x) $150.0 million and (y) 35.0% of ACNTA at the time of incurrence; 
 (2) the incurrence by the Company and
its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness described under clauses (1), (3) or (6) of this Section 4.3(b)); 

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by (A) the Initial Securities, (B) any Exchange
Securities issued pursuant to the Registration Rights Agreement in exchange for the Securities, and (C) any Subsidiary Guarantees; 

  
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 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings, industrial revenue bonds, purchase money obligations or other Indebtedness or preferred stock, or synthetic lease obligations, in each case, incurred for the purpose of financing all or
any part of the purchase price or cost of design, development, construction, installation or improvement of property (real or personal and including Capital Stock), plant or equipment used in the business of the Company or any of its Restricted
Subsidiaries (in each case, whether through the direct purchase of such assets or the Equity Interests of any Person owning such assets), in an aggregate principal amount, taken together with Permitted Refinancing Indebtedness in respect thereof,
that does not exceed the greater of $50.0 million and 5.0% of ACNTA at the time of incurrence; 
 (5) the incurrence by the Company or any
of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the Net Cash Proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was
permitted by this Indenture to be incurred under Section 4.3(a) or clauses (2), (3), (4), (12) or (15) or this clause (5) of this Section 4.3(b); 

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of
its Restricted Subsidiaries; provided, however, that: 
 (A) (i) if the Company is the obligor on such
Indebtedness and the obligee is not a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities, and (ii) if a Guarantor is the obligor of such
Indebtedness and the obligee is neither the Company nor a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations of such Guarantor with respect to its Subsidiary Guarantee; and 

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute
an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause; 

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

(8) self-insurance obligations and any obligations in respect of completion bonds, performance bonds, bid bonds, plugging and abandonment
bonds, appeal bonds, surety bonds, bankers acceptances, letters of credit, insurance obligations or bonds and other similar bonds and obligations incurred by the Company or any Restricted Subsidiary in the ordinary course of business and any
Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations; 

  
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 (9) any obligation (including deferred premiums) under Interest Rate Agreements, Currency
Agreements and Commodity Agreements; provided that such Interest Rate Agreements, Currency Agreements and Commodity 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); 
 (10) any obligation arising from agreements of the Company or
a Restricted Subsidiary providing for indemnification, Guarantee, adjustment of purchase price, holdback, contingency payment obligation based on the performance of the acquired or disposed asset or similar obligations, in each case, incurred or
assumed in connection with the acquisition or disposition of any business, asset or Capital Stock; 
 (11) any obligation arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days
of incurrence; 
 (12) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; 

(13) any Guarantee of Indebtedness of the Company or a Restricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to
be incurred by another provision of this Section 4.3; provided that if the Indebtedness being guaranteed is subordinated or pari passu with the Securities, the Guarantee must be subordinated or pari passu, as applicable, to the
same extent as the Indebtedness guaranteed; 
 (14) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of,
Persons other than the Company or any Restricted Subsidiaries in which the Company or a Restricted Subsidiary has an Investment; provided, however, that the aggregate principal amount of Indebtedness incurred under this clause (14),
when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (14), does not exceed the greater of $35.0 million and 5.0% of ACNTA at the time of incurrence; and 

(15) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in addition to Indebtedness permitted by clauses
(1) through (14) above of this Section 4.3(b) or Section 4.3(a) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed the greater of (a) $75.0 million and (b) 5.0% of the Company’s ACNTA, determined as of the date of
incurrence of such Indebtedness after giving effect to such incurrence and the application of the proceeds therefrom. 
 (c) For purposes of
determining compliance with this Section 4.3: 
 (1) in the event that an item of proposed Indebtedness meets the criteria of
more than one of the categories of Permitted Indebtedness described in clauses (1) through (15) of Section 4.3(b), or is entitled to be incurred pursuant to Section 4.3(a), the Company will be permitted to classify
such item of Indebtedness (or any portion thereof) on the date of its incurrence and, subject to clause (2) below may later reclassify such item of Indebtedness (or any portion thereof), in any manner that complies with this covenant, and


  
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only be required to include the amount and type of such Indebtedness in one of such clauses or may include the amount and type of such Indebtedness partially in one such clause and partially in
one or more other such clauses; 
 (2) all Indebtedness outstanding on the Issue Date under the Credit Agreement after giving effect to the
offering of the Initial Securities and the use of proceeds thereof shall be deemed initially incurred on the Issue Date under clause (1) of Section 4.3(b) and not Section 4.3(a) or clause (2) of
Section 4.3(b); 
 (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is
otherwise included in the determination of a particular amount of Indebtedness shall not be included; 
 (4) the amount of Indebtedness
issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP; and 

(5) Indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary shall be deemed to have been incurred by the
Company and the Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary; and 
 (6) the accrual of interest or
dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred equity as Indebtedness due to a change in
accounting principles, the payment of dividends on Disqualified Stock or preferred equity in the form of additional shares of the same class of Disqualified Stock or preferred equity will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock or preferred equity for purposes of this covenant. 
 (d) For purposes of determining compliance with any
U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the
date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign
currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall
be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount
of Indebtedness that the Company may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness, if
incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the
date of such refinancing. 

  
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	Section 4.4	Restricted Payments 

 (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment by the Company or any Restricted Subsidiary in connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company); 
 (2) purchase, redeem or
otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such
Equity Interests owned by the Company or any Restricted Subsidiary of the Company); 
 (3) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity or scheduled sinking fund payment, any Subordinated Indebtedness of the Company or any Guarantor, except (a) a payment of interest or principal on
or after the date when due or within three Business Days prior thereto, (b) in anticipation of satisfying a sinking fund obligation, principal installment payment or payment due at final maturity, in each case due within one year of the date of
such payment, purchase or other acquisition or retirement or (c) payments on Indebtedness owed to the Company or a Restricted Subsidiary; or 

(4) make any Investment other than a Permitted Investment (all such payments and other actions set forth in clauses (1) through
(3) above and this clause (4) being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after
giving effect to such Restricted Payment: 
 (i) no Default (except a Reporting Default) or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; 
 (ii) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.3(a) hereof; and 
 (iii) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) or (13) of Section 4.4(b) below), is
less than the sum, without duplication, of 
 (A) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from April 1, 2015 to the end of the 

  
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Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period
is a deficit, less 100% of such deficit); plus 
 (B) 100% of the aggregate Net Cash Proceeds and 100% of the Fair
Market Value of securities or other property other than cash (including Capital Stock of Persons engaged in the Oil and Gas Business or assets used in the Oil and Gas Business) received by the Company or a Restricted Subsidiary since the Issue Date
from the issue or sale of Equity Interests of the Company (other than Disqualified Stock), other than Equity Interests sold to a Subsidiary of the Company or to an employee stock ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees, plus  
 (C) the amount by which Indebtedness is reduced on the
Company’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness convertible or exchangeable for Capital Stock (other than Disqualified Stock) of
the Company (plus the amount of any accrued interest then outstanding on such Indebtedness to the extent the obligation to pay such interest is extinguished less the amount of any cash, or the Fair Market Value of any property (as determined in good
faith by an Officer of the Company), distributed by the Company upon such conversion or exchange), together with the net proceeds, if any, received by the Company or its Restricted Subsidiaries upon such conversion or exchange; plus 

(D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the
Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investments and proceeds representing the return of capital (excluding
dividends and distributions to the extent included in Consolidated Net Income), in each case received by the Company or any Restricted Subsidiary since the Issue Date, and (ii) to the extent such Person is an Unrestricted Subsidiary, the
portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;
provided, however, that to the extent the foregoing sum exceeds, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted
Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary since the Issue Date, such excess shall not be included in this clause (D) unless the amount represented by such excess has not been and will not be
taken into account in one of the foregoing clauses (A)-(C) of this Section 4.4(a)(iii). 
 (b) The preceding provisions
will not prohibit: 
 (1) the payment of any dividend or the consummation of any redemption within 60 days after the date of declaration or
giving of redemption notice, as the case may be, thereof, if at said date of declaration or notice such payment would have complied with the provisions of this Indenture (and such payment shall be deemed to be paid on the date of payment for
purposes of any calculation required by this covenant); 

  
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 (2) any Restricted Payment made in exchange for, or out of the Net Cash Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) with any such payment being deemed to be “substantially concurrent” if made within 180 days of
the sale of the Equity Interests in question; provided that the amount of any such Net Cash Proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (iii)(B) of
Section 4.4(a); 
 (3) the defeasance, redemption, repurchase, retirement or other acquisition of any Subordinated Indebtedness
of the Company or any Guarantor with the Net Cash Proceeds from an incurrence of any Permitted Refinancing Indebtedness permitted to be incurred under Section 4.3 hereof; 

(4) the payment of any dividend or other distribution by a Restricted Subsidiary of the Company to the holders of its common Equity Interests
on a pro rata basis or on a basis more favorable to the Company or any Restricted Subsidiary; 
 (5) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any employees, former employees, directors or former directors of the Company or any of its Restricted Subsidiaries (or
heirs, estates or other permitted transferees of such employees or directors) pursuant to any agreements (including employment agreements), management equity subscription agreements or stock option agreements or plans (or amendments thereto),
approved by the Board of Directors, under which such individuals purchase or sell or are granted the right to purchase or sell shares of Capital Stock; provided that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $15.0 million in any calendar year, with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject to a maximum of $30.0 million in any calendar year;
provided further, however, that such amount in any calendar year may be increased by an amount not to exceed: 
  

	 	(a)	the cash proceeds received by the Company or any of the Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Company or any direct or indirect parent of the Company (to the
extent contributed to the Company) to members of management, directors, managers or consultants of the Company and the Restricted Subsidiaries or any direct or indirect parent of the Company that occurs after the Issue Date (provided that the
amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (iii)(B) of Section 4.4(a)), plus


  

	 	(b)	the cash proceeds of key man life insurance policies received by the Company or any direct or indirect parent of the Company (to the extent contributed to the Company) or the Restricted Subsidiaries after the Issue
Date; 


  
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 provided that the Company may elect to apply all or any portion of the aggregate increase
contemplated by clauses (a) and (b) above in any calendar year; and provided, further, that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any present or former employees, directors,
managers, officers or consultants of the Company, any Restricted Subsidiary or the direct or indirect parents of the Company in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parents will not be
deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture; 
 (6) loans or advances
to employees of the Company or employees or directors of any Subsidiary of the Company, in each case as permitted by Section 402 of the Sarbanes-Oxley Act of 2002, the proceeds of which are used to purchase Capital Stock of the Company, or to
refinance loans or advances made pursuant to this clause (6), in an aggregate amount not in excess of $2.0 million at any one time outstanding; 

(7) repurchases or other acquisitions for value of Capital Stock deemed to occur upon the exercise or exchange of stock options, warrants or
other convertible securities if such Capital Stock represents a portion of the exercise or exchange price thereof or made in lieu of withholding taxes in connection with any such exercise or exchange; 

(8) upon the occurrence of a Change of Control or an Asset Sale and within 60 days after the completion of the offer to repurchase the
Securities under Section 4.11 or Section 4.7 hereof (including the purchase of all Securities tendered and required to be purchased), any purchase, repurchase, redemption, defeasance, acquisition or other retirement for value
of Subordinated Indebtedness required under the terms thereof as a result of such Change of Control or Asset Sale at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest
thereon, if any, provided that, in the notice to Holders relating to a Change of Control or Asset Sale hereunder, the Company shall describe this clause (8); 

(9) the purchase by the Company of fractional shares arising out of stock dividends, splits or business combinations or conversion of
convertible or exchangeable securities of debt or equity issued by the Company; 
 (10) payments to dissenting stockholders
(x) pursuant to applicable law or (y) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with a transaction that is not
prohibited by this Indenture; 
 (11) dividends on Disqualified Stock of the Company or preferred stock of any Restricted Subsidiary if such
dividends are included in the calculation of Fixed Charges; 
 (12) payments made by any Person other than the Company or any Restricted
Subsidiary to the stockholders of the Company in connection with or as part of (a) a merger or consolidation of the Company with or into such Person or a subsidiary of such Person, or (b) a merger of a subsidiary of such Person into the
Company; or 
 (13) other Restricted Payments not to exceed $25.0 million in the aggregate since the Issue Date. 

  
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 The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities
other than cash that are required to be valued by this covenant will be determined, in the case of amounts in excess of $20.0 million, by an officer of the Company and, in the case of amounts in excess of $50.0 million, by the Board of Directors of
the Company whose Board Resolution with respect thereto will be delivered to the Trustee. 
 For purposes of determining compliance with
this Section 4.4, if a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in clauses (1)-(13) above or pursuant to clause (a) of this Section 4.4, the Company, in
its sole discretion, may order and classify, and subsequently reorder and reclassify, such Restricted Payment in any manner in compliance with this covenant. 
  

	Section 4.5	Liens 

 The Company will not, and will not permit any of its Restricted Subsidiaries to
create, incur, assume or suffer to exist any Lien on any property or asset now owned or hereafter acquired, except Permitted Liens, to secure (a) any Indebtedness of the Company unless prior to, or contemporaneously therewith, the Securities
are equally and ratably secured for so long as such other Indebtedness is so secured, or (b) any Indebtedness of any Guarantor, unless prior to, or contemporaneously therewith, the Subsidiary Guarantee of such Guarantor is equally and ratably
secured for so long as such other Indebtedness is so secured; provided, however, that if such Indebtedness is expressly subordinated to the Securities or a Subsidiary Guarantee, the Lien securing such Indebtedness will be subordinated and
junior to the Lien securing the Securities or such Subsidiary Guarantee, as the case may be, with the same relative priority as such Indebtedness has with respect to the Securities or such Subsidiary Guarantee. 

 

	Section 4.6	Dividend and Other Payment Restrictions Affecting Subsidiaries 

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

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company’s Restricted Subsidiaries, or
pay any Indebtedness owed to the Company or any of the Company’s Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends, distributions or liquidating distributions prior to dividends,
distributions or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); 

(2) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries (it being understood that the subordination of
loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or 

(3) transfer any of its properties or assets to the Company or any of the Company’s Restricted Subsidiaries. 

  
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 (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of: 
 (1) agreements existing on the Issue Date, including the Credit Agreement as in effect on the Issue Date and this
Indenture, the Securities and the Subsidiary Guarantees; 
 (2) any instrument governing Indebtedness or Capital Stock of a Person acquired
by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of
this Indenture to be incurred; 
 (3) any agreement for the sale or other disposition of Capital Stock or assets of a Restricted Subsidiary
that restricts distributions by such Restricted Subsidiary pending such sale or other disposition; 
 (4) any amendment, restatement,
modification, supplement, extension, renewal, refunding, replacement or refinancing of Indebtedness referred to in clauses (1) or (2) of this Section 4.6(b), provided that the encumbrances or restrictions contained in
the agreements governing the foregoing are not materially more restrictive, taken as a whole, than those contained in the agreements governing such Indebtedness as determined in good faith by the Company; 

(5) cash or other deposits, or net worth requirements or similar requirements, imposed by suppliers, or other deposits by parties under
agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments; 

(6) any applicable law, rule, regulation, order, approval, license, permit or similar restriction; 

(7) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset
sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business, consistent with past practice or with the approval
of the Company’s Board of Directors or any of its officers, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements; 

(8) any encumbrance or restriction contained in the terms of any Indebtedness or Capital Stock permitted to be incurred under this Indenture
or any agreement pursuant to which such Indebtedness was incurred if either (x) in the case of Indebtedness, the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such
Indebtedness or agreement or (y) the Company determines that any such encumbrance or restriction either (i) will not materially affect the Company’s ability to make principal or interest payments on the Securities and such
restrictions are not materially less favorable to Holders of Securities than is customary in comparable financings or (ii) are not materially more restrictive, taken as a whole, with 

  
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respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date or those contained in
this Indenture or the Credit Agreement, in each case as determined in good faith by the Board of Directors or an officer of the Company; 

(9) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; 

(10) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted
Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a
Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; and 

(11) with respect to clause (3) of Section 4.6(a) only, any of the following encumbrances or restrictions: 

(A) purchase money obligations for property acquired in the ordinary course of business or otherwise permitted under this
Indenture that impose restrictions on the property so acquired; 
 (B) Permitted Liens or Liens securing Indebtedness
otherwise permitted to be incurred pursuant to the provisions of Section 4.5 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; 

(C) restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; 

(D) restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, license,
sub-license or similar contract, or on the assignment or transfer of any such lease, license, sub-license or other contract; 

(E) agreements governing Hedging Obligations entered into in the ordinary course of business; and 

(F) customary restrictions on the disposition or distribution of assets or property in agreements entered into in the ordinary
course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments. 
  

	Section 4.7	Asset Sales 

 (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Equity Interests or other assets issued or sold or otherwise disposed of (which may be determined at the time of entering into any agreement with respect to
such Asset Sale); and 

  
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 (2) (A) at least 75% of the aggregate consideration received by the Company or such Restricted
Subsidiary, as the case may be, from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents or assets of the type referred to in clauses (2) or (3) of
Section 4.7(b) below, or any combination of the foregoing (together, “Permitted Consideration”) or (B) the Fair Market Value of all forms of consideration other than Permitted Consideration since the Issue Date does
not exceed in the aggregate 10% of the ACNTA of the Company (determined at the time of receipt of such consideration), with the Fair Market Value of each item of consideration measured at the time received and without giving effect to subsequent
changes in value. For purposes of this provision, each of the following shall be deemed to be cash: 
 (A) any liabilities
(as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or
any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement or similar agreement that releases the Company or such Restricted Subsidiary from further liability; 

(B) with respect to any Asset Sale of properties used or useful in the Oil and Gas Business by the Company or any of its
Restricted Subsidiaries where the Company or such Restricted Subsidiary retains an interest in such property, the amount of the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or
production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; 

(C) Indebtedness (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or a
Subsidiary Guarantee) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; provided that the Company and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness
in connection with such Asset Sale; 
 (D) any securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and 

(E) solely in the case of any Asset Sale of Midstream Assets, Permitted MLP Securities. 

Notwithstanding the foregoing, in the case of any Asset Sale pursuant to a condemnation, appropriation or similar taking, including by deed in
lieu of condemnation, such Asset Sale shall not be required to satisfy the requirements of clauses (1) and (2) above. 
 (b)
Within the later of (x) one year after the date of receipt of any Net Proceeds from an Asset Sale and (y) six months after the date of an agreement entered into within such 

  
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one-year period committing the Company or a Restricted Subsidiary to make an acquisition or expenditure referred to in clauses (2) or (3) below, the Company or a Restricted Subsidiary
may apply such Net Proceeds at its option, in any one or more of the following: 
 (1) to repay, prepay, redeem or repurchase any
Indebtedness of the Company or any Restricted Subsidiary (other than Subordinated Indebtedness); 
 (2) to acquire all or substantially all
of the assets of, or a majority of the Voting Stock of, a company principally engaged in the Oil and Gas Business that will, upon such acquisition, become a Restricted Subsidiary or acquire any minority interest in a Restricted Subsidiary; or 

(3) to make capital expenditures or to acquire properties or assets, in each case that are used or useful in the Oil and Gas Business. 

Pending the final application of any such Net Proceeds, the Company may invest such Net Proceeds in any manner not prohibited by this
Indenture. 
 (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.7(b) will
constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make an offer (the “Asset Sale Offer”) to all Holders of Securities and, to the extent required by
the terms thereof, all holders of other Indebtedness that is pari passu in right of payment with the Securities containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds
of sales of assets to purchase the maximum principal amount of Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price with respect to the Securities in any Asset Sale Offer will be
equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Securities and such other pari passu Indebtedness to be purchased on a pro rata basis, on the basis of the aggregate principal amounts tendered in round denominations (which in the case
of the Securities will be minimum denominations of $2,000 principal amount or multiples of $1,000 in excess thereof). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

(d) Within 30 days following the date when the Company becomes obligated to make an Asset Sale Offer, the Company will send a notice to each
Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Securities on the date (the “Asset Sale Payment Date”) specified in such notice, which date
will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. 

(e) On the Asset Sale Payment Date, the Company will, to the extent lawful: 

(1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based on
the amount of Excess Proceeds pursuant to clause (c) above of this Section 4.7; 

  
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 (2) deposit with the Paying Agent an amount equal to the amount of Excess Proceeds that, after
giving effect to proration with holders of pari passu Indebtedness pursuant to clause (c) above of this Section 4.7, is allocable to the Securities or portions thereof so tendered (or, if less, the aggregate Asset Sale
Payment for all Securities validly tendered and not withdrawn); and 
 (3) deliver or cause to be delivered to the Trustee the Securities so
accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. 

(f) The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Securities so
tendered and not withdrawn and accepted for payment in accordance with this Section 4.7, the Asset Sale Payment for such tendered Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, by such Holder; provided that each such new Security will be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof. 
 (g) If the Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a record date and
on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Security is registered on such record date, and no other interest will be payable to Holders who tender Securities
pursuant to the Asset Sale Offer. 
 (h) The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of the Company’s compliance with such securities laws or
regulations. 
  

	Section 4.8	Transactions with Affiliates 

 (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration to or from the Company or a Restricted Subsidiary in excess of $5.0 million,
unless: 
 (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than
those that could reasonably be expected to be obtained at the time of such transaction in arm’s-length dealings by the Company or such Restricted Subsidiary with a Person that is not an Affiliate or, if in the good faith judgment of the
Company, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or such Restricted Subsidiary from a financial point of view; and 

  
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 (2) (A) the Company delivers to the Trustee with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration to or from the Company or a Restricted Subsidiary in excess of $20.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with the requirements
of clause (1) above, and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration to or from the Company or a Restricted Subsidiary in excess of $50.0 million, a majority
of the Disinterested Members of the Board of Directors, if any, (or, if there is only one Disinterested Member, such Disinterested Member) have approved such Affiliate Transaction(s), as evidenced by a Board Resolution delivered to the Trustee and
certified by an Officers’ Certificate as having been adopted by the Board of Directors 
 (b) The following items shall not be deemed
to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.8(a) hereof: 
 (1) any
employment or severance agreement or other employee, consulting, service, termination or director compensation agreement, arrangement or plan, (or any amendment thereto with respect thereto), or indemnification agreements, entered into by the
Company or any Restricted Subsidiary with officers and employees of the Company or any Restricted Subsidiary thereof and the payment of compensation to officers and employees of the Company or any Restricted Subsidiary thereof (including amounts
paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment is in the ordinary course of business or has been approved by a majority of the Disinterested Members of the Board of Directors
(or, if there is only one Disinterested Member, such Disinterested Member); 
 (2) transactions between or among the Company and/or its
Restricted Subsidiaries; 
 (3) Restricted Payments that, in each case, are permitted by Section 4.4 hereof or Permitted
Investments; 
 (4) customary compensation, indemnification and other benefits made available to officers, directors or employees of the
Company or any Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; 

(5) loans or advances to employees, officers or directors in the ordinary course of business of the Company or any of its Restricted
Subsidiaries, in each case only as permitted by Section 402 of the Sarbanes-Oxley Act of 2002, but in any event not to exceed $2.0 million in the aggregate outstanding at any one time; 

(6) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on the Issue Date) and any renewals,
replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the Holders of the Securities than those in effect on the Issue Date; 

(7) in the case of (i) contracts for (A) drilling or other oil-field services or supplies, (B) the sale, storage, gathering,
processing, treating, transport or disposal of hydrocarbons or water or activities or services reasonably related thereto or (C) the lease or rental of office or storage space or (ii) other operation-type or administrative services


  
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contracts, any such contracts that are entered into in the ordinary course of business (x) which are fair to the Company and its Restricted Subsidiaries, in the good faith determination of
the Board of Directors of the Company or the senior management thereof or (y) which are on terms substantially 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, that the terms are on the whole not materially less favorable than those that would be reasonably expected to be available from third parties
on an arm’s-length basis, as determined in good faith by the Company; 
 (8) transactions with a Person (other than an Unrestricted
Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person; 

(9) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of a capital contribution
from, an Affiliate (or a Person that becomes an Affiliate) of the Company; 
 (10) any transaction in which the Company or any of its
Restricted Subsidiaries, as the case may be, deliver to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction meets the requirements of clause (1) of
Section 4.8(a); 
 (11) any Transaction between the Company or any Restricted Subsidiary on the one hand and any Person deemed
to be an Affiliate solely because a director of such Person is also a director of the Company or a Restricted Subsidiary, on the other hand; provided that such director abstains from voting as a director of the Company or the Restricted
Subsidiary, as applicable, in connection with the approval of the transaction; and 
 (12) Transactions with customers, clients, suppliers
or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with this Indenture; provided that such Transactions are on terms
substantially similar to those obtained by the Company or any Restricted Subsidiary in similar Transactions with third parties or, if neither the Company nor any Restricted Subsidiary has entered into a similar Transaction with a third party, that
are on the whole not materially less favorable than those that would be reasonably expected to be available from third parties on an arm’s-length basis, as determined in good faith by the Company. 

 

	Section 4.9	Additional Subsidiary Guarantees 

 If, after the Issue Date, any Restricted Subsidiary of
the Company that is not already a Guarantor guarantees any Indebtedness of the Company or any Guarantor under a Credit Facility, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of
Exhibit E hereto and delivering it along with an Officers’ Certificate and Opinion of Counsel stating that the execution of the supplemental indenture is authorized and permitted by this Indenture and the Securities and constitutes a
valid and legally binding obligation of such Restricted Subsidiary to the Trustee within 30 days of the date on which it guaranteed such Indebtedness. 

  
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	Section 4.10	Business Activities 

 The Company will not, and will not permit any Restricted Subsidiary
to, engage in any business other than the Oil and Gas Business, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 

 

	Section 4.11	Change of Control 

 (a) If a Change of Control occurs, unless the Company has previously
or concurrently exercised its right to redeem all of the Securities pursuant to Section 3.07 hereof, each Holder of Securities will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of
Control Payment”) in cash equal to 101% of the aggregate principal amount of Securities to be repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Except as provided in Section 4.11(g) below, no
later than 30 days following any Change of Control, the Company will send a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase Securities on
the date (the “Change of Control Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is sent, pursuant to the procedures required by this Indenture and
described in such notice. The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the
repurchase of the Securities as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described herein, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of the Company’s compliance with such securities laws or regulations. 

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

(1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer; 

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions thereof so
tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate
stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. 
 (c) The Paying Agent will
promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Securities so tendered and not withdrawn the Change of Control Payment for such tendered Securities, and the Trustee will promptly authenticate and
send (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, by such Holder; provided that each such new Security will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Trustee will notify the Registrar of the issuance of the new Security. 

  
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 (d) If the Change of Control Payment Date is after the taking of a record of the Holders on a
record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered on such record date, and no other interest will be payable to Holders who tender
pursuant to the Change of Control Offer. 
 (e) The Company will announce to the Holders of Notes the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date. 
 (f) The provisions described above that require the Company to
make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable. 

(g) The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under
such Change of Control Offer, (2) a notice of redemption for all outstanding Securities has been given in accordance with this Indenture, unless and until there is a default in payment of the applicable Redemption Price or (3) in
connection with or in contemplation of any publicly announced Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Securities validly tendered at a cash price equal to or higher than the
Change of Control Payment and has purchased all Securities properly tendered in accordance with the terms of the Alternate Offer. 
 (h) A
Change of Control Offer or an Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change
of Control Offer or Alternate Offer. 
 (i) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities
validly tender and do not withdraw such Securities in a Change of Control Offer or Alternate Offer and the Company, or any other Person making a Change of Control Offer or Alternate Offer in lieu of the Company pursuant to
Section 4.11(g), purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following
such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Securities that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment or
Alternate Offering price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to the Redemption Date. Any redemption pursuant to this
Section 4.11(i) shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof. 

  
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	Section 4.12	Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities 


So long as any of the Securities shall remain outstanding, the Company will, in accordance with Section 2.3 hereof, maintain an
office or agency (which may be an office of the Trustee or an affiliate of the Trustee, or the Registrar) in the continental United States where the Securities may be surrendered for exchange or registration of transfer and where the Securities may
be presented or surrendered for payment. If the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, such surrenders or presentations may be made at the
designated Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive at the aforesaid office all such surrenders or presentations. The Company may also from time to time designate one or more other
offices or agencies in the continental United States where Securities may be presented or surrendered for any and all such purposes and may from time to time rescind such designations. The Company will give to Trustee prompt written notice of the
location of any such office or agency and of any change of location thereof. 
  

	Section 4.13	Appointment to Fill a Vacancy in the Office of Trustee 

 The Company, whenever necessary
to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.8, a Trustee, so that there shall at all times be a Trustee hereunder. 

 

	Section 4.14	Provision as to Paying Agent 

 (a) If the Company shall appoint a Paying Agent other than
the Trustee, in accordance with the terms of this Indenture, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Agent shall undertake, subject to the provisions of this Section 4.14: 

(1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Securities
(whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and will notify the Trustee of the receipt of sums to be so held; 

(2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the
principal of, premium, if any, or interest on the Securities when the same shall be due and payable; 
 (3) that it will at any time during
the continuance of any Event of Default specified in Section 6.1, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it; and 

(4) that it will acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights
and liabilities of such Paying Agent. 
 (b) If the Company shall not act as its own Paying Agent, it will, by 11:00 a.m. (New York City
time) on the due date of the principal of or premium, if any, or interest on any Securities, deposit with such Paying Agent a sum in same day funds sufficient to pay the 

  
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principal of, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Holders of Securities entitled to such principal of or premium, if any, or
interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. 
 (c) If the
Company shall act as its own Paying Agent, it will, by 11:00 a.m., (New York City time) on each due date of the principal of or premium, if any, or interest on the Securities, set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto, a sum sufficient to pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to take such action. 

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

 

	Section 4.15	Maintenance of Corporate Existence 

 So long as any of the Securities shall remain
outstanding, the Company will at all times (except as otherwise provided or permitted in this Article V of this Indenture) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 

 

	Section 4.16	Compliance Certificate 

 (a) The Company and the Guarantors shall deliver to the Trustee
within 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ended December 31, 2015, a statement (which need not be an Officers’ Certificate) signed by the principal executive officer, the principal
accounting officer or the principal financial officer of each of the Company and the Guarantors, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether each of the Company and the Guarantors has performed its obligations under this Indenture, and further stating whether or not the signers know of any Default or Event of Default that occurred
during such period. If they do, the certificate shall describe such Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. 

(b) So long as any of the Securities are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of
any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

 

	Section 4.17	Taxes 

 The Company will pay, and will cause each of its Restricted Subsidiaries to pay,
prior to delinquency, all material taxes, assessments and governmental levies except such as are 

  
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contested in good faith and by appropriate proceedings or where the failure to effect such payment would not have a material adverse effect on the financial condition of the Company and its
Restricted Subsidiaries, taken as a whole. 
  

	Section 4.18	Stay, Extension and Usury Laws 

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

 

	Section 4.19	Covenant Termination 

 From and after the occurrence of an Investment Grade Rating Event,
and upon delivery by the Company to the Trustee of an Officers’ Certificate notifying the Trustee of the event giving rise to the Investment Grade Rating Event (including the date of such event), the Company and its Restricted Subsidiaries will
no longer be subject to the provisions of this Indenture set forth in Sections 4.3, 4.4, 4.6, 4.7, 4.8, 4.10 and Clause (4) of Section 5.l(a). The Trustee shall not have any obligation to
monitor the occurrence or dates of any Investment Grade Rating Event and may rely conclusively on such Officers’ Certificate. The Trustee shall not have any obligation to notify the Holders of the occurrence or dates of any Investment Grade
Rating Event, but may provide a copy of such Officers’ Certificate to any Holder of Securities upon request. 
 After the foregoing
provisions have been terminated, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary” in Section 1.1. 

ARTICLE V 
 SUCCESSOR
COMPANY 
  

	Section 5.1	Merger, Consolidation or Sale of Assets 

 (a) The Company may not: (1) consolidate
or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: 
 (1) either: 

(A) the Company is the surviving corporation; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

  
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 (2) the Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture
reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction no Default or Event of Default exists; 

(4) either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) would, on
the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.3(a) hereof or (b) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same
had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transaction; and 

(5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or disposition and such supplemental indenture (if any) comply with this Indenture and all conditions precedent herein relating to such transaction have been satisfied and an Opinion of Counsel stating that the Securities and this Indenture
constitute the valid and binding obligations of the Company (or, if applicable, the successor company). 
 (b) For purposes of this
covenant, the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company. 

(c) Clauses (a)(3) and (a)(4) of this Section 5.1 will not apply to a sale, assignment, transfer, conveyance or other disposition
of assets between or among the Company and any of its Restricted Subsidiaries that are Guarantors. 
  

	Section 5.2	Successor Substituted 

 Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.1 hereof, the successor formed by such
consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made (in each case, if not the Company) shall succeed to, and may exercise every right and power of, the Company
under this Indenture and the Securities with the same effect as if such successor had been named as the Company herein and shall be substituted for the Company (so that 

  
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from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor and not to the predecessor); and thereafter, except in the case of such a disposition by way of a lease, the Company shall be discharged and released from all obligations and covenants under this Indenture and
the Securities. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 
  

	Section 6.1	Events of Default 

 Each of the following is an “Event of Default”: 

(1) default for 30 days in the payment when due of interest on the Securities; 

(2) default in the payment when due of the principal of, or premium, if any, on the Securities; 

(3) failure by the Company to comply with its obligations to offer to purchase or purchase Notes under Sections 4.7 and
4.11 or its failure to comply with Section 5.1 hereof; 
 (4) failure by the Company for 180 days after receipt of
written notice specified below to comply with Section 4.2 hereof; 
 (5) failure by the Company for 60 days after receipt of
written notice specified below to comply with any of its other agreements contained in this Indenture; 
 (6) default under any mortgage,
indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of
its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: 

(A) is caused by a failure to pay when due any principal of such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness (a “Payment Default”); or 
 (B) results in the acceleration of such
Indebtedness prior to its Stated Maturity; 
 and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and
any consequential acceleration of the Securities shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 

  
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 (7) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered
by a court or courts of competent jurisdiction aggregating in excess of $25.0 million (net of any amounts covered by insurance or a binding indemnity agreement), which judgments are not paid, discharged or stayed for a period of 60 days; 

(8) any Subsidiary Guarantee of a Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or, except as permitted by
this Indenture, shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee, in each case with respect to any
Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and 

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

(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding in which it is a debtor;

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

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

(v) consents to the institution of a bankruptcy or an insolvency proceeding against it; or takes any comparable action under
any foreign laws relating to insolvency; or 
 (B) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (i) is for relief against the Company or any Significant Subsidiary or a group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case in which it is a debtor; 

(ii) appoints a Custodian of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary or for any substantial part of its property; or 
 (iii) orders the
winding up or liquidation of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together would constitute a Significant Subsidiary; or any similar relief is granted under any foreign laws and the order,
decree or relief remains unstayed and in effect for 60 consecutive days. 
 However, a Default under clauses (4) and (5) of this
Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the 

  
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outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified in clauses (4) and (5) of this Section 6.1
after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” 
  

	Section 6.2	Acceleration of Maturity; Rescission and Annulment 

 If an Event of Default (other than
an Event of Default described in clause (9) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company
and the Trustee, may declare the principal of, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest will be due and payable immediately. If an
Event of Default described in clause (9) of Section 6.1 above occurs and is continuing, the principal of, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any further
action or notice on the part of the Trustee or any Holders. The Holders of a majority in outstanding principal amount of the Securities by notice to the Trustee may on behalf of the Holders of all the Securities rescind any such acceleration with
respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, and
interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived. 
  

	Section 6.3	Other Remedies 

 If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of, premium (if any) or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by law. 
  

	Section 6.4	Waiver of Past Defaults 

 The Holders of a majority in outstanding principal amount of
the Securities, by notice to the Trustee may on behalf of the Holders of all the Securities waive an existing Default or Event of Default and its consequences hereunder except a Default or Event of Default in respect of a provision that under
Section 9.2 hereof cannot be amended without the consent of each Holder affected. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair
any consequent right. 
  

	Section 6.5	Control by Majority 

 The Holders of a majority in outstanding principal amount of the
Securities have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.


  
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However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.1 hereof, that the Trustee determines is unduly prejudicial
to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Subject to
Section 7.1, prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all loss, liability and expense caused by taking or not taking such action. 

 

	Section 6.6	Limitation on Suits 

 Except to enforce the right to receive payment of principal,
premium (if any) or interest when due, a Holder may not pursue any remedy with respect to this Indenture, the Securities or the Subsidiary Guarantees unless: 

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

(2) Holders of at least 25% in outstanding principal amount of the Securities have made a written request to the Trustee to pursue the remedy;

 (3) such Holder or Holders have furnished the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

 (4) the Trustee has not complied with the Holders’ request within 60 days after receipt of the request and the furnishing of
security or indemnity; and 
 (5) the Holders of a majority in outstanding principal amount of the Securities have not given the Trustee a
direction that, in the opinion of the Trustee, is inconsistent with the request during such 60-day period. 
 A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the
rights of any other Holders or obtains preference or priority over such other Holders). 
  

	Section 6.7	Rights of Holders to Receive Payment 

 Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
  

	Section 6.8	Collection Suit by Trustee 

 If an Event of Default specified in
Section 6.1(1) or Section 6.1(2) hereof occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any Guarantor for the whole amount then due and
owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.7 hereof to cover the costs and expenses of collection, including the reasonable compensation, disbursement and advances
of the Trustee, its agents and counsel. 

  
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	Section 6.9	Trustee May File Proofs of Claim 

 The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor or their respective creditors or properties and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7 hereof. 
  

	Section 6.10	Priorities 

 If the Trustee collects any money or property pursuant to this Article
VI, it shall pay out the money or property in the following order: 
 First: costs and expenses of collection, including
all sums paid or advanced by the Trustee hereunder and the compensation, expenses and disbursements of the Trustee, its agents, and counsel and all other amounts due to the Trustee under Section 7.7 hereof; 

Second: to Holders for amounts due and unpaid on the Securities for principal and interest and premium, if any, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest and premium, if any, respectively; and 

Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 

 

	Section 6.11	Undertaking for Costs 

 In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in outstanding principal amount of the Securities. 

ARTICLE VII 
 TRUSTEE

  

	Section 7.1	Duties of Trustee 

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

  
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 (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee
shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 
 (1) this Section 7.1(c) does not limit the effect of Section 7.1(b) hereof; 

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and 
 (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof. 
 (d) Every provision of this
Indenture that in any way relates to the Trustee is subject to this Section 7.1. 
 (e) The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing with the Company. 
 (f) Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 
 (g) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such
funds or adequate security or indemnity against such risk or liability is not reasonably assured to it. 
  

	Section 7.2	Rights of Trustee. 

 (a) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 

  
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 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture. 
 (e) The Trustee
may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted
or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f) Except for (i) a default
under Section 6.1(1) or Section 6.1(2) hereof, or (ii) any other event of which the Trustee has actual knowledge and which event, with the giving of notice or the passage of time or both, would constitute an Event of
Default under this Indenture, the Trustee shall not be deemed to have notice of any default or event unless specifically notified in writing of such event by the Company or by the Holders of at least 25% of the aggregate principal amount of the
Securities. 
 (g) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction. 
 (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 shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

(k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture. 
 (l) The Company will be responsible for making calculations called for
under the Securities, including but not limited to determination of Additional Interest, Redemption Price, premium, if any, and any other amounts payable on the Securities. The Company will make the calculations in good faith and, absent manifest
error, its calculations will be final and binding on the Holders of the Securities. The Company will provide a schedule of its calculations to the Trustee when applicable, and the Trustee is entitled to rely conclusively on the accuracy of the
Company’s calculations without independent verification. 

  
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	Section 7.3	Individual Rights of Trustee 

 The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in
the TIA) after a Default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. The Trustee is also subject to Sections 7.10 and 7.11
hereof. 
  

	Section 7.4	Trustee’s Disclaimer 

 The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, it shall not be responsible for the use or application of any money
received by any Paying Agent (other than itself as Paying Agent), and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other
than the Trustee’s certificate of authentication. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities. 

 

	Section 7.5	Notice of Defaults 

 If a Default or Event of Default occurs and is continuing and if a
Trust Officer has knowledge thereof as set forth in Section 7.2(f), the Trustee shall send to each Holder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default
relating to payment of principal of, premium, if any, or interest on, any Security (including payments pursuant to the redemption or required repurchase provisions of such Security), the Trustee may withhold the notice if and so long as its board of
directors, the executive committee of its board of directors or a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders. 

 

	Section 7.6	Reports by Trustee to Holders 

 (a) Within 60 days after each March 15 beginning
with the March 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act §313(a) has occurred
within the 12 months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b). The Trustee shall also transmit by mail all reports required by Trust Indenture Act
Section 313(c). 
 (b) A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the
SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 

 

	Section 7.7	Compensation and Indemnity 

 (a) The Company shall pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation for its services hereunder and under the Securities as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any
law on compensation of a trustee of an express 

  
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trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing
reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents and counsel. The Company shall indemnify, defend, protect and hold harmless the Trustee (in
its individual and trustee capacities) and its officers, directors and agents from and against any and all loss, liability, claims, action, suit, cost or expense (including reasonable attorneys’ fees) of any kind and nature whatsoever incurred
by it in connection with the acceptance or administration of this Indenture and the trusts thereunder or the performance of its duties hereunder and under the Securities, including the costs and expenses of enforcing this Indenture (including this
Section 7.7) and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity of which it has received
written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses
of such counsel. The Company is not required to reimburse any expense or indemnify against any loss, liability claim, again, suit, cost or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. 

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

(c) The Company’s obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation
or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(9) hereof with respect to the
Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. 
  

	Section 7.8	Replacement of Trustee 

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

(b) The Trustee may resign at any time by so notifying the Company. The Holders of a majority in outstanding principal amount of the
Securities may remove the Trustee by so notifying the Trustee and the Company and may appoint a successor Trustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10 hereof; (ii) the
Trustee is adjudged bankrupt or insolvent; (iii) a Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. 

(c) If the Trustee resigns or is removed by the Company or by the Holders of a majority in outstanding principal amount of the Securities and
such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. 

  
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 (d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall
mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7 hereof. 

(e) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in outstanding principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

(f) If the Trustee fails to comply with Section 7.10 hereof after written notice thereto, the Holders of at least 10% in principal
amount of the then outstanding Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under
Section 7.7 hereof shall continue for the benefit of the retiring Trustee. 
  

	Section 7.9	Successor Trustee by Merger 

 (a) If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the
successor Trustee. 
 (b) If at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to
the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so
authenticated; and if at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee;
and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

 

	Section 7.10	Eligibility; Disqualification 

 The Trustee shall at all times satisfy the requirements
of Trust Indenture Act Section 310(a). There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws
to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of
condition. The Trustee shall comply with Trust Indenture Act Section 310(b). 

  
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	Section 7.11	Preferential Collection of Claims Against Company 

 The Trustee shall comply with Trust
Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.

 ARTICLE VIII 

DISCHARGE OF INDENTURE; DEFEASANCE 
  

	Section 8.1	Discharge of Liability on Securities; Defeasance 

 (a) Subject to
Section 8.1(c) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (y) all outstanding Securities not
theretofore delivered to the Trustee for cancellation have become due and payable at their scheduled maturity or (z) all outstanding Securities not theretofore delivered to the Trustee for cancellation have become scheduled for redemption
within one year under arrangements satisfactory to the Trustee as a result of the giving of notice of redemption by the Trustee in the name and at the expense of the Company in accordance with Article III hereof, (ii) the Company
irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient in the
opinion of a nationally recognized firm of independent public accountants (in the case of Government Securities) without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of Stated Maturity or redemption, (iii) the Company has paid or caused to be paid all sums then payable by it under this Indenture and
the Securities and (iv) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Securities at Stated Maturity or the Redemption Date, as the case may be, then the Trustee shall
acknowledge satisfaction and discharge of this Indenture and the obligations of the Company and the Guarantors under the Securities and the Subsidiary Guarantees, on demand of the Company (accompanied by an Officers’ Certificate and an Opinion
of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. 

(b) Subject to Section 8.2 hereof, the Company at its option at any time may terminate (i) all its obligations, except as
specified in Section 8.1(c) hereof, under the Securities and this Indenture and all obligations of the Guarantors with respect to their Subsidiary Guarantees (“legal defeasance option”), and after giving effect to such
legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Section 4.2, Section 4.3, Section 4.4,
Section 4.5, Section 4.6, Section 4.7, Section 4.8, Section 4.9, Section 4.10 and Section 4.11 hereof, except to the extent such obligations are imposed by
Section 318(c) of the Trust Indenture Act, and clause (a)(4) of Section 5.1 hereof, and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section,
whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply with such Sections
shall no longer constitute a Default or an Event of Default under Section 6.1(3) (solely as it relates to clause 

  
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(a)(4) of Section 5.1) and Section 6.1(4) hereof and the operation of Section 6.1 (5), Section 6.1(6), Section 6.1(7),
Section 6.1(8) hereof and (with respect only to Significant Subsidiaries) Section 6.1(9) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (this clause (ii) being referred
to as the “covenant defeasance option”), but otherwise the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from its obligations with respect to its Subsidiary Guarantee as provided in
Section 10.9(b) hereof. 
 If the Company exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.1(4), Section 6.1(5),
Section 6.1(6), Section 6.1(7), Section 6.1(8) hereof and (with respect only to Significant Subsidiaries) Section 6.1(9) hereof or the failure of the Company to comply with clause (a)(4) of
Section 5.1 hereof. 
 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall
acknowledge in writing the discharge of those obligations that the Company terminates. 
 (c) Notwithstanding the provisions of
Section 8.1(a) and Section 8.1(b) hereof, the obligations of the Company in Section 2.3, Section 2.4, Section 2.5, Section 2.6, Section 2.7, Section 2.9,
Section 7.7, Section 7.8 hereof, and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the obligations of the Company in Section 7.7, Section 8.4 and
Section 8.5 hereof shall survive. 
  

	Section 8.2	Conditions to Defeasance 

 The Company may exercise its legal defeasance option or its
covenant defeasance option only if: 
 (1) the Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the
Holders of the Securities, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest on the outstanding Securities on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to Stated Maturity or
to a particular Redemption Date (provided that if such redemption is made as provided in Section 3.7(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be
irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as
necessary to pay the Make Whole Premium as determined on such date); 
 (2) in the case of the legal defeasance option, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date,
there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such 

  
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Opinion of Counsel shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance
option and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance option had not occurred; 

(3) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance option and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such covenant defeasance option had not occurred; 
 (4) no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of any Lien securing such
borrowings); 
 (5) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a
default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Restricted Subsidiaries is a party or by
which the Company or any of its Restricted Subsidiaries is bound; 
 (6) the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and 
 (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that
all conditions precedent relating to the legal defeasance option or the covenant defeasance option have been complied with. 
  

	Section 8.3	Delivery and Application of Trust Money 

 The Trustee shall hold in trust money or
Government Securities deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from Government Securities in accordance with this Indenture to the payment of principal, premium, if any, of and interest
on the Securities. 
  

	Section 8.4	Repayment to Company 

 The Trustee and each Paying Agent shall promptly turn over to the
Company upon request any excess money or securities held by them upon payment of all the obligations under this Indenture. 
 Subject to any
applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of, or premium, if any, or interest on the Securities that remains unclaimed for two years
(or any such money then held by the Company or any Subsidiary shall be discharged from any 

  
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trust hereunder), and, thereafter, Holders entitled to the money must look to the Company for payment as unsecured general creditors; provided, however, that, if any Definitive Securities
are then outstanding, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

 

	Section 8.5	Indemnity for Government Securities 

 The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government Securities. 

 

	Section 8.6	Reinstatement 

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

ARTICLE IX 
 AMENDMENTS

  

	Section 9.1	Without Consent of Holders 

 The Company, the Guarantors and the Trustee may amend or
supplement this Indenture, the Securities or the Subsidiary Guarantees without notice to or consent of any Holder: 
 (1) to cure any
ambiguity, defect, inconsistency, omission or mistake; 
 (2) to provide for uncertificated Securities in addition to or in place of
certificated Securities; 
 (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the
Securities in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s properties or assets in compliance with this Indenture; 

(4) to add or release Guarantors in compliance with this Indenture; 

(5) to make any change that would provide any additional rights or benefits to the Holders, add Events of Default or surrender any right or
power conferred upon the Company or any Guarantor or that in the opinion of the Company does not adversely affect in any material respect the legal rights hereunder of any Holder; 

  
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 (6) to conform to the description of the Initial Securities under the caption “Description
of the Notes” in the offering memorandum of the Company dated April 9, 2015 relating to the initial offering of the Securities; 

(7) to secure the Securities, including pursuant to the requirements of Section 4.5; 

(8) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act; 
 (9) to comply with requirements of the Depositary with respect to the Securities; 

(10) to provide for the issuance of Exchange Securities or Additional Securities. 

 

	Section 9.2	With Consent of Holders 

 The Company, the Guarantors and the Trustee may amend or
supplement this Indenture, the Securities or the Subsidiary Guarantees with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with the purchase of, or tender
offer or exchange offer for, Securities). Subject to the following sentence, any existing Default or compliance with any provision of this Indenture, the Securities or the Subsidiary Guarantees may be waived with the consent of the Holders of at
least a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder, an amendment,
supplement or waiver may not (with respect to any Securities held by a non-consenting Holder): 
 (1) reduce the principal amount of
Securities whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed maturity of
any Security or alter or waive the provisions with respect to the redemption of the Securities (other than provisions relating to Section 4.7 or 4.11 or provisions relating to minimum notices required for redemption of Securities
described in Article III or in the terms of the Securities); 
 (3) reduce the rate of or change the time for payment of interest on
any Security; 
 (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities,
except a Default in payments that have become due solely because of an acceleration of the Securities that has been rescinded; 
 (5) make
any Security payable in a currency other than that stated in the Securities; 

  
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 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or
the rights of Holders of Securities to receive payments of principal of or premium, if any, or interest on the Securities (except as permitted by clause (2) above); 

(7) release any Guarantor from its obligations under its Subsidiary Guarantee except in accordance with the terms of this Indenture; or 

(8) make any change in the preceding amendment, supplement and waiver provisions of this Section 9.2 

The consent of the Holders is not necessary under this Section 9.2 to approve the particular form of any proposed amendment or
waiver. It is sufficient if the consent approves the substance of the proposed amendment or waiver. 
 After an amendment, supplement or
waiver under this Section 9.2 becomes effective, the Company shall mail to each Holder of Securities affected thereby a notice briefly describing such amendment. The failure to give such notice to any or all Holders, or any defect
therein, shall not impair or affect the validity of any amendment, supplement or waiver under this Section 9.2. 
  

	Section 9.3	Compliance with Trust Indenture Act 

 Every amendment to this Indenture, the Securities
or the Subsidiary Guarantees shall comply with the Trust Indenture Act as then in effect. 
  

	Section 9.4	Notation on or Exchange of Securities 

 If an amendment or supplement changes the terms
of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms, but the failure to make the appropriate notation or to issue a new Security shall not
affect the validity and effect of such amendment or supplement. 
  

	Section 9.5	Trustee to Sign Amendments 

 The Trustee shall sign any amendment or supplement
authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or
supplement the Trustee shall be entitled to receive, and (subject to Section 7.1 hereof) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or
supplement is authorized or permitted by this Indenture and is valid, binding and enforceable against the Company or any Guarantor, as the case may be, in accordance with its terms. 

  
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 ARTICLE X 

SUBSIDIARY GUARANTEES 
  

	Section 10.1	Subsidiary Guarantees 

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

The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason
(except to the extent provided in Section 10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. 
 The Guarantors, jointly and severally,
further agree that their Subsidiary Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise. 

  
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 In furtherance of the foregoing and not in limitation of any other right which any Holder or the
Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at Stated Maturity, upon redemption, required repurchase, acceleration or
otherwise, the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of
such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 

The Guarantors, jointly and severally, agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations may be accelerated as provided in Article VI for the purposes of the Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the Obligations, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purposes of this Section 10.1. 
 The Guarantors, jointly and severally, also agree to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.1. 
  

	Section 10.2	Limitation on Liability 

 Each Guarantor, and by its acceptance of Securities, each
Holder, hereby confirm that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of
each Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance. 
  

	Section 10.3	Execution and Delivery of Subsidiary Guarantee 

 To evidence its Subsidiary Guarantee set
forth in Section 10.1, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit D hereto will be endorsed by manual or facsimile signature by an Officer of such
Guarantor on each Security authenticated and delivered by the Trustee and that this Indenture (or a supplemental indenture substantially in form of Exhibit E hereof) will be executed on behalf of such Guarantor by one of its Officers. 

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.1 will remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. If an Officer whose facsimile signature is on the 

  
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Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid
nevertheless. 
 The delivery of any Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of
the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company or any of its Restricted
Subsidiaries acquires or creates another Restricted Subsidiary (other than Foreign Subsidiaries) after the Issue Date, the Company will comply with the provisions of Section 4.9 hereof. 

 

	Section 10.4	Successors and Assigns 

 Except as otherwise provided in Section 10.9 hereof,
this Article X shall be binding upon the Guarantors and their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights in
accordance with the terms of this Indenture by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture, the Securities and the Subsidiary Guarantees. 
  

	Section 10.5	No Waiver 

 Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights,
remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise.

  

	Section 10.6	Right of Contribution 

 Each Guarantor hereby agrees that to the extent that a Guarantor
shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such
payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of this Article X. The provisions of this Section 10.6 shall in no respect limit the obligations and liabilities of any Guarantor to
the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. 
  

	Section 10.7	No Subrogation 

 Notwithstanding any payment or payments made by any of the Guarantors
hereunder, no Guarantor shall be entitled to exercise any rights of subrogation it may have to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held
by the Trustee or any Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of


  
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payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Obligations are paid in full. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Obligations. 

 

	Section 10.8	Modification 

 No modification, amendment or waiver of any provision of this Article
X, nor the consent to any departure by the Guarantors therefrom, shall in any event be effective unless the same shall be made in accordance with Article IX hereof. No notice to or demand on the Guarantors in any case shall entitle the
Guarantors to any other or further notice or demand in the same, similar or other circumstances. 
  

	Section 10.9	Merger, Consolidation or Sale of Assets of a Guarantor; Release of a Guarantor 

 (a)
Except in a transaction resulting in the release of a Subsidiary Guarantee of a Guarantor, the Company shall not permit a Guarantor to consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person
(other than the Company or another Guarantor), unless: 
 (1) immediately after giving effect to that transaction, no Default or Event of
Default shall have occurred and be continuing; and 
 (2) the Person formed by or surviving any such consolidation or merger (if other than
the Guarantor) assumes all the obligations of that Guarantor under its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. 

(b) The Subsidiary Guarantee of a Guarantor shall be automatically and unconditionally released: 

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger
or consolidation), other than to the Company or another Guarantor, if such transaction as of the time of such disposition does not violate Section 4.7 hereof; 

(2) in connection with any sale or other disposition of the Capital Stock of a Guarantor (including by way of merger or consolidation) other
than to the Company or another Guarantor, if such transaction as of the time of such disposition does not violate Section 4.7 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such transaction;

 (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the
provisions of this Indenture; 
 (4) if the Company exercises either its legal defeasance option or its covenant defeasance option in
accordance with Section 8.1(b) hereof or if it satisfies and discharges this Indenture in accordance with Section 8.1(a) hereof; or 

(5) at such time as such Guarantor ceases to guarantee any other Indebtedness of the Company or any other Guarantor under a Credit Facility.


  
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 (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect
that any of the conditions described in clauses (1)-(5) of Section 10.9(b) has occurred, and an Officers’ Certificate and Opinion of Counsel each stating that, as required by Section 11.4, all conditions precedent
herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in
order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this Indenture. 
 ARTICLE XI

 MISCELLANEOUS 
  

	Section 11.1	Trust Indenture Act Controls 

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

 

	Section 11.2	Notices 

 Any notice or communication shall be in writing in the English language and
delivered in person or mailed by first-class mail, sent by telecopier, sent by electronic mail in pdf format or delivered by overnight air courier guaranteeing next day delivery, addressed as follows (unless the Company and the Trustee agree to
another method of delivery): 
 if to the Company or the Guarantors: 

Matador Resources Company 
 5400
LBJ Freeway, Suite 1500 
 Dallas, Texas 75240 

Attention: General Counsel 

Facsimile: (972) 371-5201 

if to the Trustee: 
 Wells Fargo
Bank, National Association 
 750 N. Saint Paul Place 

Suite 1750 
 Dallas, Texas 75201

 Facsimile: (214) 756-7401 

Attention: Patrick Giordano 
 The
Company or the Guarantors, by notice to the Trustee, or the Trustee by notice to the Company and the Guarantors, may designate additional or different addresses for subsequent notices or communications. 

  
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 Any notice or communication to a Holder shall be delivered to the Holder at the Holder’s
address as it appears on the registration books of the Registrar by first class mail, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. 

All notices and communications shall be deemed to have been duly given; at the time delivered by hand, if personally delivered or if delivered
electronically, in pdf format; five Business Days after being deposited in the mail, postage prepaid, if mailed; (other than those sent to Holders) when answered back, if telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. 
 Failure to deliver a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not the addressee receives it. 

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event
(including any notice of redemption or purchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the standing instructions from DTC or its
designee, including by electronic mail in accordance with Applicable Procedures. 
  

	Section 11.3	Communication by Holders with Other Holders 

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

	Section 11.4	Certificate and Opinion as to Conditions Precedent 

 Upon any request or application by
the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall, if requested, furnish to the Trustee: (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
  

	Section 11.5	Statements Required in Certificate or Opinion 

 Each certificate or opinion with respect
to compliance with a covenant or condition provided for in this Indenture shall include: (i) a statement that the individual making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such individual, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been
complied with. 

  
 98 









	Section 11.6	When Securities Disregarded 

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

	Section 11.7	Legal Holidays 

 A “Legal Holiday” is a day that is not a Business Day.
Notwithstanding any other provisions of this Indenture, the Securities or the Subsidiary Guarantees, if a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period. If a record date is a Legal Holiday, the record date shall not be affected. 
  

	Section 11.8	Governing Law 

 THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE AND
ENFORCE THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES. 
  

	Section 11.9	Force Majeure 

 In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
  

	Section 11.10	No Personal Liability of Directors, Officers, Employees and Shareholders 

 No director,
officer, employee, incorporator, member, partner, stockholder or other owner of the Capital Stock of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Securities, this
Indenture, the Subsidiary Guarantees, any Registration Rights Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Securities. 
  

	Section 11.11	Successors 

 All agreements of the Company and (except as otherwise provided in
Section 10.9 hereof) the Guarantors in this Indenture, the Securities and the Subsidiary Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 

  
 99 









	Section 11.12	Multiple Originals; Counterparts 

 The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. This Indenture may be executed in multiple counterparts which, when taken together, shall
constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 
  

	Section 11.13	Severability 

 In case any provision in this Indenture or in the Securities or the
Subsidiary Guarantees is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

 

	Section 11.14	Table of Contents; Headings 

 The table of contents, cross-reference sheet and headings
of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

 

	Section 11.15	No Adverse Interpretation of Other Agreements 

 This Indenture may not be used to
interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

 

	Section 11.16	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 the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing,
and may be given or obtained in connection with a purchase of, or tender offer or exchange offer for, outstanding Securities; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made
in the manner provided in this Section 11.16. 
 (b) The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient


  
 100 








 
proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient. 
 (c) Notwithstanding anything to the contrary contained in this Section 11.16, the principal amount
and serial numbers of Securities held by any Holder, and the date of holding the same, shall be proved by the register of the Securities maintained by the Registrar as provided in Section 2.3. 

(d) If the Company shall solicit from the Holders of the Securities any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at their option, by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent,
waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.5 and not later than the
date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Securities have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Security. 
 (f) Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular Security may do so itself with regard to all or any part of the principal amount of such Security 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. 
 For purposes of this Indenture, any action by the Holders
which may be taken in writing may be taken by electronic means or as otherwise reasonably acceptable to the Trustee. 
  

	Section 11.17	USA PATRIOT Act 

 The parties hereto acknowledge that in accordance with Section 326
of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the 

  
 101 








 
funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account.
The Company agrees that it will provide the Trustee with information about the Company as the Trustee may reasonably request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act. 

[Signatures on following pages] 

  
 102 








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

					
	MATADOR RESOURCES COMPANY
		
	By:		 /s/ David E. Lancaster

	Name:		David E. Lancaster
	Title:		Executive Vice President, Chief Operating Officer and Chief Financial Officer
	
	GUARANTORS:
	
	 DELAWARE WATER MANAGEMENT COMPANY, LLC

DLK WOLF MIDSTREAM, LLC
 DLK BLACK RIVER MIDSTREAM, LLC

LONGWOOD GATHERING AND DISPOSAL
 SYSTEMS GP, INC.

LONGWOOD MIDSTREAM SOUTH TEXAS, LLC
 LONGWOOD MIDSTREAM SOUTHEAST,
LLC
 LONGWOOD MIDSTREAM DELAWARE, LLC
 MATADOR PRODUCTION
COMPANY
 MRC ENERGY COMPANY
 MRC DELAWARE RESOURCES, LLC

MRC ENERGY SOUTHEAST COMPANY, LLC
 MRC ENERGY SOUTH TEXAS COMPANY,
LLC
 MRC PERMIAN COMPANY
 MRC ROCKIES COMPANY

SOUTHEAST WATER MANAGEMENT COMPANY, LLC
















		
	By:		 /s/ David E. Lancaster

	Name:		David E. Lancaster
	Title:		Executive Vice President, Chief Operating Officer and Chief Financial Officer
	
	LONGWOOD GATHERING AND DISPOSAL SYSTEMS, LP
			
			By:		Longwood Gathering and Disposal Systems GP, Inc., its general partner
		
	By:		 /s/ David E. Lancaster

	Name:		David E. Lancaster
	Title:		Executive Vice President, Chief Operating Officer and Chief Financial Officer



  
 Signature Page to
Indenture 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:		 /s/ Gregory S. Clarke

	Name:		Gregory S. Clarke
	Title:		Vice President



  
 Signature Page to
Indenture 








 EXHIBIT A 

[FACE OF SECURITY] 

[Insert the Global Security Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

  
 A-1 








 MATADOR RESOURCES COMPANY 

6.875% SENIOR NOTE DUE 2023 

CUSIP NO. 576485 AA41 

U57631 AA82 

576485 AB23 
  

			
	No.             		Principal Amount $        

 MATADOR RESOURCES COMPANY, a Delaware corporation, promises to pay to
                    , or registered assigns, the principal sum of          dollars on April 15, 2023[,
or such other principal amount as is indicated on the attached schedule]4. 
 Interest
Payment Dates: April 15 and October 15, commencing October 15, 2015. 
 Record Dates: April 1 and October 1. 

 

							
	MATADOR RESOURCES COMPANY
			
			By:		  

					Name:		David E. Lancaster
					Title:		Executive Vice President, Chief Operating Officer and Chief Financial Officer


  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	
	as Trustee, certifies that this is one of the Securities referred to in the Indenture.
		
	By:		  

			Authorized Signatory
	
	Dated:             , 20        

  

	1 	For Securities sold in reliance on Rule 144A. 


	2 	For Securities sold in reliance on Regulation S. 


	3 	For Unrestricted Securities. 


	4 	For Global Securities. 


  
 A-2 








 [BACK OF SECURITY] 

MATADOR RESOURCES COMPANY 

6.875% SENIOR NOTE DUE 2023 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. Interest. Matador Resources Company, a Delaware corporation (the “Company”), promises to pay interest on the
outstanding principal amount of this Security at the rate of 6.875% per annum. The Company will pay interest semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”), provided, that the first Interest Payment Date shall be October 15, 2015. Interest on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, at the rate then in effect; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate as on overdue principal. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company will pay interest on the Securities (except Defaulted Interest) to the Persons who are registered
Holders of Securities at the close of business on the April 1 or October 1 next preceding the Interest Payment Date, even if such Securities are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.11 of the Indenture with respect to Defaulted Interest. The Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Paying Agent maintained for such purpose, or, at
the option of the Company, payment of interest may be made by check mailed by such Paying Agent to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, and premium, if any, on all Global Securities and all other Securities, the Holders of which hold at least $5,000,000 aggregate principal amount of the Securities and have provided wire transfer
instructions to the Company and the Paying Agent for an account in the U.S. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Holders must
surrender their Securities to the Paying Agent to collect payments of principal and premium, if any. 
 3. Paying Agent and
Registrar. Initially, Wells Fargo Bank, National Association will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to any Holder, and the Company or any of its Subsidiaries may
act as Paying Agent or Registrar, all in accordance with the Indenture. 
 4. Indenture. The Company issued the Securities under an
Indenture, dated as of April 14, 2015 (the “Indenture”), among the Company, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as the Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the 

  
 A-1 








 
Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling (to the extent permitted by law). The Securities are unsecured obligations of the Company.
The Company initially has issued $400,000,000 aggregate principal amount of Securities. The Company may issue Additional Securities under the Indenture, subject to Section 4.3 of the Indenture. 

5. Redemption. 
 (a) On
or after April 15, 2018, the Company may redeem all or a part of the Securities at any time or from time to time at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued and unpaid interest on the
Securities, if any, to the applicable Redemption Date, if redeemed during the 12- month period beginning April 15 of the years indicated: 
  

					
	 Year
	  	Redemption Price	 
	 2018
	  	 	105.156	% 
	 2019
	  	 	103.438	% 
	 2020
	  	 	101.719	% 
	 2021 and thereafter
	  	 	100.000	% 

 (b) Prior to April 15, 2018, the Company may on one or more occasions redeem up to an aggregate amount
equal to 35% of the aggregate principal amount of the Securities (including Additional Securities) originally issued prior to the Redemption Date under the Indenture in an amount not greater than the Net Cash Proceeds of one or more Equity Offerings
at a Redemption Price of 106.875% of the principal amount of the Securities, plus accrued and unpaid interest, if any, to the Redemption Date; provided, that (i) at least 65% in aggregate principal amount of the Securities (including any
Additional Securities) originally issued remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 180 days of the date of
the closing of the related Equity Offering. 
 (c) In addition, at any time prior to April 15, 2018, the Company may redeem all or part
of the Securities at a Redemption Price equal to the sum of: 
 (i) the principal amount thereof, plus 

(ii) the Make Whole Premium at the Redemption Date, plus 

accrued and unpaid interest, if any, to the Redemption Date. 

(d) Following certain Change of Control Offers, the Company may redeem all of the Securities that remain outstanding, at the Redemption Price
and subject to the terms and conditions, set forth in Section 4.11(i) of the Indenture. 
 6. Denominations, Transfer,
Exchange. The Securities are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Securities may be registered and Securities may be exchanged as provided in
the Indenture. The Registrar or the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may 

  
 A-2 








 
require a Holder to pay any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith. The Company need not exchange or register the transfer of
any Security or portion of a Security selected for redemption, except for the unredeemed portion of any Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Securities for a period of 15 days before
the day of any selection of Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

7. Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for all purposes. 

8. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the Securities may be amended or supplemented
with the written consent of the Holders of at least a majority in outstanding principal amount of the Securities, and any existing Default or compliance with any provision of the Indenture or the Securities may be waived with the written consent of
the Holders of at least a majority in outstanding principal amount of the Securities. Without the consent of any Holder of a Security, the Indenture, the Subsidiary Guarantees or the Securities may be amended or supplemented with respect to certain
matters specified in the Indenture. 
 9. Defaults. If an Event of Default shall occur and be continuing, the principal of all the
Securities may be declared (or will become) due and payable in the manner and with the effect provided in the Indenture. 
 10.
Defeasance. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the
Company with certain conditions set forth in the Indenture, which provisions apply to this Security. 
 11. Authentication. This
Security will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent. 
 12.
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 
 13. [Additional Rights of Holders of Restricted Global
Securities and Restricted Definitive Securities. In addition to the rights provided to Holders of Securities under the Indenture, Holders of Restricted Global Securities and Restricted Definitive Securities will have all the rights set forth in
the Registration Rights Agreement, dated as of April 14, 2015, among the Company, the Guarantors and the other parties named on the signature pages thereof.]* 

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

 

	*	Delete for Exchange Security 


  
 A-3 








 The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture [and/or the Registration Rights Agreement].* Requests may be made to: 
 Matador Resources Company 

5400 LBJ Freeway, Suite 1500 

Dallas, Texas 75240 
 Attention:
General Counsel 
  

	*	Delete for Additional Securities. 


  
 A-4 








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
  

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

			
					(Insert assignee’s legal name)

  
  

(Insert assignee’s soc. sec. or tax I. D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         to
transfer this Security on the books of the Company. The agent may substitute another to act for him. 
 Date:
                     
  

			
	Your Signature:		  

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


  

			
	Signature Guarantee:*		  


  

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


  
 A-5 








 Option of Holder to Elect Purchase 

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

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

			
	Your Signature:		  

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


  

			
	Tax Identification No.:		  




 

			
	Signature Guarantee:*		  


  

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


  
 A-6 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 

The following increases or decreases in this Global Security have been made: 
  

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


  
 A-7 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Matador
Resources Company 
 5400 LBJ Freeway, Suite 1500 
 Dallas,
Texas 75240 
 Wells Fargo Bank, National Association 

Corporate Trust – DAPS REORG 
 6th & Marquette Ave.,
12th Floor, MAC N9303-121 
 Minneapolis, MN 55479 
 Phone:
1-800-344-5128 
 Fax: 1-866-969-1290 
 Email:
dapsreorg@wellsfargo.com 
 Re: Matador Resources Company 6.875% Senior Notes due 2023 

CUSIP 576485 AA4 1U57631 AA8 2

 Reference is hereby made to the Indenture, dated as of April 14, 2015 (the “Indenture”), among Matador
Resources Company, as issuer (the “Company”), the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. 

                    , (the
“Transferor”) owns and proposes to transfer the Security[ies] or beneficial interest in such Security[ies] in the principal amount of $         (the “Transfer”), to
                     (the “Transferee”). In connection with the Transfer, the Transferor hereby certifies that: 

[CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global
Security or a Restricted Definitive Security pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Security is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Security for its
own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Security and/or the Restricted Definitive Security and in the Indenture and
the Securities Act. 
  

	1 	For Securities sold in reliance on Rule 144A. 


	2 	For Securities sold in reliance on Regulation S. 


  
 B-1 








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

3.  ̈ Check if Transferee will take delivery of a beneficial interest in a Restricted Global
Security or a Restricted Definitive Security pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Securities and Restricted Definitive Securities and pursuant to and in accordance with the Securities Act (other than Rule 144A or Regulation S) and any applicable blue sky securities laws of any state of the United States. 

4.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Security or of an Unrestricted Definitive Security. 
 (a)  ̈ Check if Transfer
is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Securities, on Restricted Definitive Securities and in the Indenture. 
 (b)
 ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities and in the Indenture. 

  
 B-2 








 (c)  ̈ Check if Transfer is Pursuant to Other
Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. 

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

 

			
	  

	
	[Insert Name of Transferor]
		
	By:		  

		
	Name:		
		
	Title:		


 Dated: 

  
 B-3 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Matador
Resources Company 
 5400 LBJ Freeway, Suite 1500 
 Dallas,
Texas 75240 
 Wells Fargo Bank, National Association 

Corporate Trust – DAPS REORG 
 6th & Marquette Ave.,
12th Floor, MAC N9303-121 
 Minneapolis, MN 55479 
 Phone:
1-800-344-5128 
 Fax: 1-866-969-1290 
 Email:
dapsreorg@wellsfargo.com 
 Re: Matador Resources Company 6.875% Senior Notes due 2023 

CUSIP [—]1 [—]2 
 Reference is hereby
made to the Indenture, dated as of April 14, 2015 (the “Indenture”), among Matador Resources Company, as issuer (the “Company”), the Guarantors named on the signature pages thereto and Wells Fargo Bank,
National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    , (the
“Owner”) owns and proposes to exchange the Security[ies] or beneficial interest in such Security[ies] specified herein, in the principal amount of $         (the “Exchange”).
In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive Securities or Beneficial
Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security 

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

 

	1 	For Securities sold in reliance on Rule 144A. 


	2 	For Securities sold in reliance on Regulation S. 


  
 C-1 








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

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

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

(b)  ̈ Check if Exchange is from Restricted Definitive Security to beneficial interest in a
Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Security,  ̈ Regulation S Global Security with an equal principal amount, the Owner hereby 

  
 C-2 








 
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the
Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the
Company. 
  

			
	  

	
	[Insert Name of Transferor]
		
	By:		  

		
	Name:		
		
	Title:		


 Dated: 

  
 C-3 








 EXHIBIT D 

FORM OF NOTATION OF SUBSIDIARY GUARANTEE 

For value received, the undersigned Guarantor (which term includes any successor to such Guarantor under the Indenture) has, jointly and
severally, with each other Guarantor, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 14, 2015 (the “Indenture”) among Matador Resources
Company (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), the full and punctual payment of the principal of, premium, if any, and interest on the
Securities (as defined in the Indenture) when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to Section 4.7 or Section 4.11 of the Indenture, acceleration or otherwise, and all other
monetary obligations owing by the Company under the Indenture (including obligations owing to the Trustee) and the Securities, all as more fully provided in Article X of the Indenture. The obligations of the undersigned Guarantor to the
Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that each
Subsidiary Guarantee is subject to release in accordance with the provisions of the Indenture. 
  

			
	  

	
	[NAME OF GUARANTOR(s)]
		
	By:		  

		
	Name:		
		
	Title:		



  
 D-1 








 EXHIBIT E 

FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY FUTURE GUARANTORS 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 20    , among [Name of Future Guarantor(s)] (the “New Guarantor”), a subsidiary of Matador Resources Company, a Delaware corporation [or
its permitted successor] (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), the Company and Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the
“Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.” 

W I T N E S S E T H 
 WHEREAS,
the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 14, 2015, relating to the 6.875% Senior Notes due 2023 (the
“Securities”) of the Company; 
 WHEREAS, Section 4.9 of the Indenture in certain circumstances requires the
Company to cause a newly acquired or created Restricted Subsidiary (i) to become a Guarantor by executing a supplemental indenture and (ii) to deliver an Opinion of Counsel to the Trustee as provided in such Section; and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and
deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder; 
 NOW THEREFORE, to comply with
the provisions of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the other Guarantors, the Company and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the Securities as follows: 
 1. CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2.
AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set
forth in the Indenture and subject to the provisions in the Indenture. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article
X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantees. 
 3.
EXECUTION AND DELIVERY. The New Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary
Guarantee. 
 4. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS
SUPPLEMENTAL INDENTURE. 

  
 E-1 








 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange
of copies of this Supplemental Indenture and of signatures by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original
Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 7. THE TRUSTEE. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

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

 

			
	[NEW GUARANTOR]
		
	By:		  

			Name:
			Title:
	
	[OTHER GUARANTORS]
		
	By:		  

			Name:
			Title:
	
	MATADOR RESOURCES COMPANY
		
	By:		  

			Name:
			Title:



  
 E-2 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	 By:
		  

	 Authorized Signatory




  
 E-3